MFS SERIES TRUST I (Form: 485BPOS, Received: 10/30/2003 08:39:12)

As filed with the Securities and Exchange Commission on October 30, 2003
1933 Act File No. 33-7638
1940 Act File No. 811-4777

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 FORM N-1A
REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

POST-EFFECTIVE AMENDMENT NO. 42

AND
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 44

MFS(R) SERIES TRUST I
(Exact Name of Registrant as Specified in Charter)

500 Boylston, Street, Boston, Massachusetts 02116
(Address of Principal Executive Offices)

Registrant's Telephone Number, Including Area Code: 617-954-5000 Stephen E. Cavan, Massachusetts Financial Services Company, 500 Boylston Street, Boston, Massachusetts 02116

(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering:
It is proposed that this filing will become effective (check appropriate box)

|_| immediately upon filing pursuant to paragraph (b) |X| on October 31, 2003 pursuant to paragraph (b) |_| 60 days after filing pursuant to paragraph (a)(i) |_| on [date] pursuant to paragraph (a)(i) |_| 75 days after filing pursuant to paragraph (a)(ii) |_| on [date] pursuant to paragraph (a)(ii) of rule 485.

If appropriate, check the following box:
|_| this post-effective amendment designates a new effective date for a previously filed post-effective amendment

The Prospectuses and Statements of Additional Information of MFS Core Growth Fund, MFS New Discovery Fund, MFS Research Growth and Income Fund, MFS Research International Fund, MFS Strategic Growth Fund, MFS Technology Fund and MFS Value Fund, each dated January 1, 2003, are hereby incorporated by reference to the Registrant's Post-Effective Amendment No. 41, filed with the SEC via EDGAR on December 27, 2002.

The financial statements included in the Annual Reports to Shareholders of MFS Core Growth Fund, MFS New Discovery Fund, MFS Research Growth and Income Fund, MFS Research International Fund, MFS Strategic Growth Fund, MFS Technology Fund and MFS Value Fund dated August 31, 2003, which were filed by the Registrant with the Securities and Exchange Commission via EDGAR on or before November 9, 2003, are hereby incorporated by reference to such materials into this Post-Effective Amendment No. 42.

MFS(R) CORE GROWTH FUND

Supplement dated November 3, 2003 to the Current Prospectus

This Supplement describes the fund's class R2 shares, and it supplements certain information in the fund's current Prospectus. The caption headings used in this Supplement correspond with the caption headings used in the Prospectus.

The fund currently offers class R shares, which have been redesignated as "class R1 shares." Class R2 shares are identical to class R1 shares, except that class R2 shares carry a 0.25% administrative service fee. Class R2 shares are primarily offered to certain retirement plans as described under the caption "Description of Share Classes" below.

1. RISK RETURN SUMMARY

Performance Table. The "Performance Table" is intended to indicate some of the risks of investing in the fund by showing changes in the fund's performance over time. Because class R2 shares are being initially offered for public sale on November 3, 2003, class R2 shares do not yet have a performance record to report. Class R2 share performance will include the performance of the fund's class A shares for periods prior to the offering of class R2 shares, as adjusted to take into account that, unlike class A shares, class R2 shares do not bear a front end sales charge (load).

2. EXPENSE SUMMARY

Expense Table. This table describes the fees and expenses that you may pay when you buy, redeem and hold shares of the fund.

Shareholder Fees (fees paid directly from your investment):

                                                                                           Class R2

Maximum Sales Charge (Load) Imposed on Purchases

    (as a percentage of offering price)...............................................      0.00%
Maximum Deferred Sales Charge (load) (as a percentage
    of original purchase price or redemption proceeds,
    whichever is less)................................................................      0.00%

Annual Fund Operating Expenses (expenses that are deducted from fund assets):
Management Fees.......................................................................      0.75%
Distribution and Service (12b-1) Fees(1)..............................................      0.50%
Other Expenses (2)....................................................................      0.58%
                                                                                            -----
Total Annual Fund Operating Expenses(2)...............................................      1.83%

(1) The fund adopted a distribution plan under Rule 12b-1 that permits it to pay marketing and other fees to support the sale and distribution of class R2 shares and the services provided to you by your financial intermediary (referred to as distribution and service fees). See "Description of Share Classes - Distribution and Service Fees" below.

(2) "Other Expenses" are estimated for the fund's current fiscal year. "Other Expenses" include an annual 0.25% administrative service fee paid by the fund from assets attributable to class R2 shares to MFS for the provision by MFS, or a third party, of various administrative, recordkeeping and communication/educational services. The fund has an expense offset arrangement which reduces the fund's custodian fee based upon the amount of cash maintained by the fund with its custodian and dividend disbursing agent. The fund may also enter into other such

arrangements and directed brokerage arrangements (which would also have the effect of reducing the fund's expenses). Any such fee reductions are not reflected in the table. Had these expense reductions been taken into account, "Total Annual Fund Operating Expenses" for class R2 would be 1.82%.

Example of Expenses

These examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.

The examples assume that:

o you invest $10,000 in the fund for the time periods indicated and you redeem your shares at the end of the time periods;

o your investment has a 5% return each year and dividends and other distributions are reinvested; and

o the fund's operating expenses remain the same.

Although your actual costs may be higher or lower, under these assumptions your costs would be:

Share Class Year 1 Year 3

Class R2 shares $186 $576

3. MANAGEMENT OF THE FUND

Administrator. In addition to the administrative services provided by MFS to the fund as described in the prospectus, MFS is responsible for providing certain administrative services with respect to class R2 shares. These services include various administrative, recordkeeping and communication/educational services with respect to the retirement plans which invest in class R2 shares, and may be provided directly by MFS or by a third party. The fund pays an annual 0.25% administrative service fee solely from the assets of class R2 shares to MFS for the provision of these services.

4. DESCRIPTION OF SHARE CLASSES

In addition to the fund's other share classes, the fund commenced offering class R2 shares on or about November 3, 2003. Class R2 shares are generally available only to 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans, defined benefit plans and non-qualified deferred compensation plans (eligible retirement plans). Where MFS (or one of its affiliates) is responsible for providing participant recordkeeping services for the eligible retirement plan, the plan will be eligible to purchase class R2 shares if it meets certain asset thresholds established and disclosed to the plan sponsor by MFS. Class R2 shares are not generally available to retail non-retirement accounts, traditional and Roth IRAs, Coverdell Educational Savings Accounts, SEPs, SAR-SEPs, SIMPLE IRAs, individual 403(b) plans and 529 tuition programs.

Distribution and Service Fees

The fund has adopted a plan under Rule 12b-1 that permits it to pay marketing and other fees to support the sale and distribution of class R2 shares, and the services provided to you by your financial intermediary. These annual distribution and service fees may equal up to 0.50% of average daily net assets (0.25% distribution fee and 0.25% service fee) for class R2 shares, and are paid out of the assets of class R2 shares. Over time, these fees will increase the cost of your shares and may cost you more than paying other types of sale charges.

5. HOW TO PURCHASE, EXCHANGE AND REDEEM SHARES

The description of how to purchase, exchange and redeem shares, together with the description of other related considerations, in the fund's Prospectus applies equally to class R2 shares.

How to Exchange Shares

Class R2 shares of the fund may be exchanged for class R2 shares of any other MFS fund offering class R2 shares, and may be exchanged for shares of the MFS Money Market Fund and MFS Fixed Fund (subject to any limitation applicable to the purchase of these funds' shares as disclosed in their prospectuses).

6. INVESTOR SERVICES AND PROGRAMS

The description of investor services and programs in the Prospectus applies equally to class R2 shares.

7. FINANCIAL HIGHLIGHTS

Because class R2 shares are initially being offered for sale on or about November 3, 2003, class R2 shares do not have financial highlights to report.

The date of this Supplement is November 3, 2003.

MFS(R) NEW DISCOVERY FUND

Supplement dated November 3, 2003 to the Current Prospectus

1. RISK RETURN SUMMARY

2. EXPENSE SUMMARY

Expense Table. This table describes the fees and expenses that you may pay when you buy, redeem and hold shares of the fund.

Shareholder Fees (fees paid directly from your investment):

                                                                                           Class R2

Maximum Sales Charge (Load) Imposed on Purchases

    (as a percentage of offering price)...............................................      0.00%
Maximum Deferred Sales Charge (load) (as a percentage
    of original purchase price or redemption proceeds,
    whichever is less)................................................................      0.00%

Annual Fund Operating Expenses (expenses that are deducted from fund assets):
Management Fees.......................................................................      0.90%
Distribution and Service (12b-1) Fees(1)..............................................      0.50%
Other Expenses (2)....................................................................      0.58%
                                                                                            -----
Total Annual Fund Operating Expenses..................................................      1.98%

arrangements and directed brokerage arrangements (which would also have the effect of reducing the fund's expenses). Any such fee reductions are not reflected in the table.

Example of Expenses

These examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.

The examples assume that:

o you invest $10,000 in the fund for the time periods indicated and you redeem your shares at the end of the time periods;

o your investment has a 5% return each year and dividends and other distributions are reinvested; and

o the fund's operating expenses remain the same.

Although your actual costs may be higher or lower, under these assumptions your costs would be:

Share Class Year 1 Year 3

Class R2 shares $201 $621

3. MANAGEMENT OF THE FUND

4. DESCRIPTION OF SHARE CLASSES

Distribution and Service Fees

5. HOW TO PURCHASE, EXCHANGE AND REDEEM SHARES

The description of how to purchase, exchange and redeem shares, together with the description of other related considerations, in the fund's Prospectus applies equally to class R2 shares.

How to Exchange Shares

6. INVESTOR SERVICES AND PROGRAMS

The description of investor services and programs in the Prospectus applies equally to class R2 shares.

7. FINANCIAL HIGHLIGHTS

Because class R2 shares are initially being offered for sale on or about November 3, 2003, class R2 shares do not have financial highlights to report.

The date of this Supplement is November 3, 2003.

MFS(R) RESEARCH GROWTH AND INCOME FUND

Supplement dated November 3, 2003 to the Current Prospectus

1. RISK RETURN SUMMARY

2. EXPENSE SUMMARY

Expense Table. This table describes the fees and expenses that you may pay when you buy, redeem and hold shares of the fund.

Shareholder Fees (fees paid directly from your investment):

                                                                                           Class R2

Maximum Sales Charge (Load) Imposed on Purchases

    (as a percentage of offering price)...............................................      0.00%
Maximum Deferred Sales Charge (load) (as a percentage
    of original purchase price or redemption proceeds,
    whichever is less)................................................................      0.00%

Annual Fund Operating Expenses (expenses that are deducted from fund assets):
Management Fees.......................................................................      0.65%
Distribution and Service (12b-1) Fees(1)..............................................      0.50%
Other Expenses (2)....................................................................      0.62%
                                                                                            -----
Total Annual Fund Operating Expenses..................................................      1.77%

arrangements and directed brokerage arrangements (which would also have the effect of reducing the fund's expenses). Any such fee reductions are not reflected in the table.

Example of Expenses

These examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.

The examples assume that:

o you invest $10,000 in the fund for the time periods indicated and you redeem your shares at the end of the time periods;

o your investment has a 5% return each year and dividends and other distributions are reinvested; and

o the fund's operating expenses remain the same.

Although your actual costs may be higher or lower, under these assumptions your costs would be:

Share Class Year 1 Year 3

Class R2 shares $180 $557

3. MANAGEMENT OF THE FUND

4. DESCRIPTION OF SHARE CLASSES

Distribution and Service Fees

5. HOW TO PURCHASE, EXCHANGE AND REDEEM SHARES

The description of how to purchase, exchange and redeem shares, together with the description of other related considerations, in the fund's Prospectus applies equally to class R2 shares.

How to Exchange Shares

6. INVESTOR SERVICES AND PROGRAMS

The description of investor services and programs in the Prospectus applies equally to class R2 shares.

7. FINANCIAL HIGHLIGHTS

Because class R2 shares are initially being offered for sale on or about November 3, 2003, class R2 shares do not have financial highlights to report.

The date of this Supplement is November 3, 2003.

MFS(R) RESEARCH INTERNATIONAL FUND

Supplement dated November 3, 2003 to the Current Prospectus

1. RISK RETURN SUMMARY

2. EXPENSE SUMMARY

Expense Table. This table describes the fees and expenses that you may pay when you buy, redeem and hold shares of the fund.

Shareholder Fees (fees paid directly from your investment):

                                                                                           Class R2

Maximum Sales Charge (Load) Imposed on Purchases

    (as a percentage of offering price)...............................................      0.00%
Maximum Deferred Sales Charge (load) (as a percentage
    of original purchase price or redemption proceeds,
    whichever is less)................................................................      0.00%

Annual Fund Operating Expenses (expenses that are deducted from fund assets):
Management Fees.......................................................................      1.00%
Distribution and Service (12b-1) Fees(1)..............................................      0.50%
Other Expenses(3).....................................................................      0.76%
                                                                                            -----
Total Annual Fund Operating Expenses..................................................      2.26%

      Fee Reductions(2)...............................................................     (0.09)%
                                                                                           -------
      Net Expenses(3).................................................................      2.17%

(2) MFS has contractually agreed to bear the fund's expenses subject to reimbursement such that "Other Expenses", after taking into account the expense offset arrangement described below, do not exceed 0.65% annually.

(3) "Other Expenses" are estimated for the fund's current fiscal year. "Other Expenses" include an annual 0.25% administrative service fee paid by the fund from assets attributable to class R2 shares to MFS for the provision by MFS, or a third party, of various administrative, recordkeeping and communication/educational services. The fund has an expense offset arrangement which reduces the fund's custodian fee based upon the amount of cash maintained by the fund with its custodian and dividend disbursing agent. The fund may also enter into other such arrangements and directed brokerage arrangements (which would also have the effect of reducing the fund's expenses). Any such fee reductions are not reflected in the table. Had these expense reductions been taken into account, "Net Expenses" for class R2 would be 2.15%.

Example of Expenses

These examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.

The examples assume that:

o you invest $10,000 in the fund for the time periods indicated and you redeem your shares at the end of the time periods;

o your investment has a 5% return each year and dividends and other distributions are reinvested; and

o the fund's operating expenses remain the same, except that the fund's total operating expenses are assumed to be the fund's "Net Expenses" for the first year, and the fund's "Total Annual Fund Operating Expenses" for subsequent years (see the table above).

Although your actual costs may be higher or lower, under these assumptions your costs would be:

Share Class Year 1 Year 3

Class R2 shares $220 $698

3. MANAGEMENT OF THE FUND

4. DESCRIPTION OF SHARE CLASSES

Distribution and Service Fees

5. HOW TO PURCHASE, EXCHANGE AND REDEEM SHARES

The description of how to purchase, exchange and redeem shares, together with the description of other related considerations, in the fund's Prospectus applies equally to class R2 shares.

How to Exchange Shares

6. INVESTOR SERVICES AND PROGRAMS

The description of investor services and programs in the Prospectus applies equally to class R2 shares.

7. FINANCIAL HIGHLIGHTS

Because class R2 shares are initially being offered for sale on or about November 3, 2003, class R2 shares do not have financial highlights to report.

The date of this Supplement is November 3, 2003.

MFS(R) STRATEGIC GROWTH FUND

Supplement dated November 3, 2003 to the Current Prospectus

1. RISK RETURN SUMMARY

2. EXPENSE SUMMARY

Expense Table. This table describes the fees and expenses that you may pay when you buy, redeem and hold shares of the fund.

Shareholder Fees (fees paid directly from your investment):

                                                                                           Class R2

Maximum Sales Charge (Load) Imposed on Purchases

    (as a percentage of offering price)...............................................      0.00%
Maximum Deferred Sales Charge (load) (as a percentage
    of original purchase price or redemption proceeds,
    whichever is less)................................................................      0.00%

Annual Fund Operating Expenses (expenses that are deducted from fund assets):
Management Fees.......................................................................      0.75%
Distribution and Service (12b-1) Fees(1)..............................................      0.50%
Other Expenses(2).....................................................................      0.56%
                                                                                            -----
Total Annual Fund Operating Expenses(2)...............................................      1.81%

arrangements and directed brokerage arrangements (which would also have the effect of reducing the fund's expenses). Any such fee reductions are not reflected in the table. Had these fee reductions been taken into account, "Total Annual Fund Operating Expenses" for class R2 shares would be estimated to be 1.80%.

Example of Expenses

These examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.

The examples assume that:

o you invest $10,000 in the fund for the time periods indicated and you redeem your shares at the end of the time periods;

o your investment has a 5% return each year and dividends and other distributions are reinvested; and

o the fund's operating expenses remain the same.

Although your actual costs may be higher or lower, under these assumptions your costs would be:

Share Class Year 1 Year 3

Class R2 shares $184 $569

3. MANAGEMENT OF THE FUND

4. DESCRIPTION OF SHARE CLASSES

Distribution and Service Fees

5. HOW TO PURCHASE, EXCHANGE AND REDEEM SHARES

The description of how to purchase, exchange and redeem shares, together with the description of other related considerations, in the fund's Prospectus applies equally to class R2 shares.

How to Exchange Shares

6. INVESTOR SERVICES AND PROGRAMS

The description of investor services and programs in the Prospectus applies equally to class R2 shares.

7. FINANCIAL HIGHLIGHTS

Because class R2 shares are initially being offered for sale on or about November 3, 2003, class R2 shares do not have financial highlights to report.

The date of this Supplement is November 3, 2003.

MFS(R) TECHNOLOGY FUND

Supplement dated November 3, 2003 to the Current Prospectus

1. RISK RETURN SUMMARY

2. EXPENSE SUMMARY

Expense Table. This table describes the fees and expenses that you may pay when you buy, redeem and hold shares of the fund.

Shareholder Fees (fees paid directly from your investment):

                                                                                           Class R2

Maximum Sales Charge (Load) Imposed on Purchases

    (as a percentage of offering price)...............................................      0.00%
Maximum Deferred Sales Charge (load) (as a percentage
    of original purchase price or redemption proceeds,
    whichever is less)................................................................      0.00%

Annual Fund Operating Expenses (expenses that are deducted from fund assets):
Management Fees.......................................................................      0.75%
Distribution and Service (12b-1) Fees(1)..............................................      0.50%
Other Expenses(3).....................................................................      0.89%
                                                                                            -----
Total Annual Fund Operating Expenses..................................................      2.14%
      Fee Reductions (2)..............................................................     (0.23)%
                                                                                           -------
      Net Expenses(3).................................................................      1.91%

Example of Expenses

These examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.

The examples assume that:

o you invest $10,000 in the fund for the time periods indicated and you redeem your shares at the end of the time periods;

o your investment has a 5% return each year and dividends and other distributions are reinvested; and

Although your actual costs may be higher or lower, under these assumptions your costs would be:

Share Class Year 1 Year 3

Class R2 shares $194 $648

3. MANAGEMENT OF THE FUND

4. DESCRIPTION OF SHARE CLASSES

Distribution and Service Fees

5. HOW TO PURCHASE, EXCHANGE AND REDEEM SHARES

The description of how to purchase, exchange and redeem shares, together with the description of other related considerations, in the fund's Prospectus applies equally to class R2 shares.

How to Exchange Shares

6. INVESTOR SERVICES AND PROGRAMS

The description of investor services and programs in the Prospectus applies equally to class R2 shares.

7. FINANCIAL HIGHLIGHTS

Because class R2 shares are initially being offered for sale on or about November 3, 2003, class R2 shares do not have financial highlights to report.

The date of this Supplement is November 3, 2003.

MFS(R) VALUE FUND

Supplement dated November 3, 2003 to the Current Prospectus

1. RISK RETURN SUMMARY

2. EXPENSE SUMMARY

Expense Table. This table describes the fees and expenses that you may pay when you buy, redeem and hold shares of the fund.

Shareholder Fees (fees paid directly from your investment):

                                                                                           Class R2

Maximum Sales Charge (Load) Imposed on Purchases

    (as a percentage of offering price)...............................................      0.00%
Maximum Deferred Sales Charge (load) (as a percentage
    of original purchase price or redemption proceeds,
    whichever is less)................................................................      0.00%

Annual Fund Operating Expenses (expenses that are deducted from fund assets):
Management Fees.......................................................................      0.60%
Distribution and Service (12b-1) Fees(1)..............................................      0.50%
Other Expenses (2)....................................................................      0.55%
                                                                                            -----
Total Annual Fund Operating Expenses..................................................      1.65%

arrangements and directed brokerage arrangements (which would also have the effect of reducing the fund's expenses). Any such fee reductions are not reflected in the table.

Example of Expenses

These examples are intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds.

The examples assume that:

o you invest $10,000 in the fund for the time periods indicated and you redeem your shares at the end of the time periods;

o your investment has a 5% return each year and dividends and other distributions are reinvested; and

o the fund's operating expenses remain the same.

Although your actual costs may be higher or lower, under these assumptions your costs would be:

Share Class Year 1 Year 3

Class R2 shares $168 $520

3. MANAGEMENT OF THE FUND

4. DESCRIPTION OF SHARE CLASSES

Distribution and Service Fees

5. HOW TO PURCHASE, EXCHANGE AND REDEEM SHARES

The description of how to purchase, exchange and redeem shares, together with the description of other related considerations, in the fund's Prospectus applies equally to class R2 shares.

How to Exchange Shares

6. INVESTOR SERVICES AND PROGRAMS

The description of investor services and programs in the Prospectus applies equally to class R2 shares.

7. FINANCIAL HIGHLIGHTS

Because class R2 shares are initially being offered for sale on or about November 3, 2003, class R2 shares do not have financial highlights to report.

The date of this Supplement is November 3, 2003.

MFS SERIES TRUST I

MFS(R) CORE GROWTH FUND
MFS(R) NEW DISCOVERY FUND
MFS(R) RESEARCH GROWTH AND INCOME FUND
MFS(R) RESEARCH INTERNATIONAL FUND
MFS(R) STRATEGIC GROWTH FUND
MFS(R) TECHNOLOGY FUND
MFS(R) VALUE FUND

PART C

Item 23. Exhibits:

1    (a)  Amended and Restated Declaration of Trust, dated August 12, 2003;
          filed herewith.

     (b)  Amendment,  dated  August 15,  2003,  to the Amended and Restated
          Declaration of Trust -  Redesignation  of Class R shares as Class
          R1 Shares for MFS Core Growth Fund,  MFS New Discovery  Fund, MFS
          Research Growth and Income Fund, MFS Research International Fund,
          MFS Strategic Growth Fund, MFS Technology Fund and MFS Value Fund
          and  Designation of new Class R2 shares for MFS Core Growth Fund,
          MFS New Discovery  Fund, MFS Research Growth and Income Fund, MFS
          Research  International  Fund,  MFS  Strategic  Growth Fund,  MFS
          Technology Fund and MFS Value Fund; filed herewith.

2         Amended and  Restated  By-Laws  dated  January 1, 2002 as revised
          September 18, 2002. (16)

3         Form of Share Certificate for Classes of shares. (3)

4         Investment  Advisory  Agreement  for the Trust,  dated January 1,
          2002. (4)

5    (a)  Distribution Agreement, dated January 1, 1995. (1)

     (b)  Dealer Agreement between MFS Fund Distributors, Inc., ("MFD") and
          a dealer and the Mutual  Fund  Agreement  between  MFD and a bank
          effective April 6, 2001. (14)

6    (a)  Retirement Plan for Non-Interested Person Trustees, as amended
          and restated February 10, 1999. (2)


     (b)  Amendment,  dated July 1,  2002,  to Master  Retirement  Plan for
          Non-Interested Trustees. (20)


     (c)  Retirement Benefit Deferral Plan, dated July 1, 2002. (15)

(d) Amended and Restated Trustee Fee Deferral Plan for MFS Strategic Growth Fund, dated December 11, 2001. (18)

7 (a) Master Custodian Agreement between Registrant and State Street Bank and Trust Company, dated July 2, 2001. (13)

(b) Global Custodian Contract between Registrant and Chase Manhattan Bank, dated July 2, 2001. (13)

(d) Amendment No. 2, dated May 2, 2003, to the Master Custodian Agreement with State Street Bank & Trust Company; filed herewith.

8 (a) Shareholder Servicing Agent Agreement, dated September 10, 1986. (8)

(b) Amendment to Shareholder Servicing Agent Agreement to amend fee schedule, dated April 1, 2003; filed herewith.

(d) Dividend Disbursing Agent Agreement dated September 10, 1986. (8)

(e) Master Administrative Services Agreement dated March 1, 1997, as amended and restated April 1, 1999. (7)

(f) Exhibit A dated September 18, 2002, to the Amended and Restated Master Administrative Services Agreement. (12)

(g) Master 529 Administrative Service Agreement, dated August 1, 2002. (17)

(h) Addendum to the Master 529 Administrative Services Agreement, dated October 16, 2002. (17)

(i) Master Class R2 Administrative Services Agreement, dated August 15, 2003. (20)

9    (a)  Opinion and Consent of Counsel, dated May 30, 2000. (11)


     (b)  Legal Opinion Consent, dated October 27, 2003; filed herewith.

10   (a)  Auditor's Consent  Letter for Deloitte & Touche LLP regarding MFS
          Managed Sectors Fund and MFS Cash Reserve Fund. (9)

     (b)  Auditor's  Consent  Letter  for Ernst & Young LLP  regarding  MFS
          Global Asset Allocation Fund, MFS Value Fund, MFS Research Growth
          and Income Fund, MFS Strategic Growth Fund, MFS Core Growth Fund,
          MFS Japan Equity Fund,  MFS Global  Telecommunications  Fund, MFS
          Technology   Fund,  MFS  New  Discovery  Fund  and  MFS  Research
          International Fund. (9)

     (c)  Auditor's Consent Letter for Ernst & Young LLP regarding Class R2
          Shares for MFS Core Growth  Fund,  MFS New  Discovery  Fund,  MFS
          Research Growth and Income Fund, MFS Research International Fund,
          MFS  Strategic  Growth Fund,  MFS  Technology  Fund and MFS Value
          Fund; filed herewith.


11        Not Applicable.

12        Not Applicable.


13        Master  Distribution  Plan  pursuant  to  Rule  12b-1  under  the
          Investment  Company Act of 1940  effective  January 1, 1997,  and
          Amended and Restated August 15, 2003; filed herewith.


14        Not Applicable.

15 Plan pursuant to Rule 18f-3(d) under the Investment Company Act of 1940, as amended and restated August 15, 2003. (20)

16 Code of Ethics pursuant to Rule 17j-1 under the Investment Company Act of 1940. (5)

Power of Attorney, dated January 1, 2002. (4) Power of Attorney, dated August 1, 2002. (10) Power of Attorney, dated May 20, 2003. (19)

(1) Incorporated by reference to the Registrant's Post-Effective Amendment No. 20 filed with the SEC via EDGAR on March 30, 1995.
(2) Incorporated by reference to MFS Government Limited Maturity Fund (File Nos. 2-96738 and 811-4253) Post-Effective Amendment No. 20 filed with the SEC via EDGAR on February 26, 1999.
(3) Incorporated by reference to Registrant's Post-Effective Amendment No. 25 filed with the SEC via EDGAR on August 27, 1996.
(4) Incorporated by reference to Registrant's Post-Effective Amendment No. 40 filed with the SEC via EDGAR on July 30, 2002.
(5) Incorporated by reference to MFS Series Trust IX (File Nos. 2-50409 and 811-2464) Post-Effective Amendment No. 40 filed with the SEC via EDGAR on August 28, 2000.
(6) Incorporated by reference to Massachusetts Investors Growth Stock Fund (File Nos. 2-14677 and 811-859) Post-Effective Amendment No. 64 filed with the SEC on October 29, 1997.
(7) Incorporated by reference to MFS(R) Series Trust III (File Nos. 2-60491 and 811-2794) Post-Effective Amendment No. 28 filed with the SEC via EDGAR on March 31, 1999.
(8) Incorporated by reference to Registrant's Post-Effective Amendment No. 21 filed with the SEC via EDGAR on October 17, 1995.

(9) Incorporated by reference to Registrant's Post-Effective Amendment No. 41 filed with the SEC via EDGAR on December 27, 2002.

(10) Incorporated by reference to MFS Series Trust IX (File Nos. 2-50409 and 811-2464) Post-Effective Amendment No. 44 filed with the SEC via EDGAR on August 1, 2002.
(11) Incorporated by reference to Registrant's Post-Effective Amendment No. 36 filed with the SEC via EDGAR on May 31, 2000.
(12) Incorporated by reference to MFS Series Trust VI (File Nos. 33-34502 and 811-6102) Post-Effective Amendment No. 18 filed with the SEC via EDGAR on December 23, 2002.
(13) Incorporated by reference to MFS Series Trust X (File Nos. 33-1657 and 811-4492) Post-Effective Amendment No. 34 filed with the SEC via EDGAR on July 30, 2001.
(14) Incorporated by reference to MFS Growth Opportunities Fund (File Nos. 2-36431 and 811-2032) Post-Effective Amendment No. 41 filed with the SEC via EDGAR on April 30, 2001.
(15) Incorporated by reference to Trust IX (File Nos. 2-50409 and 811-2464) Post-Effective Amendment No. 45 filed with the SEC via EDGAR on August 28, 2002.
(16) Incorporated by reference to MFS Series Trust IX (File Nos. 2-50409 and 811-2464) Post-Effective Amendment No. 46 filed with the SEC via EDGAR on October 16, 2002.
(17) Incorporated by reference to MFS Series Trust X (File Nos. 33-1657 and 811-4492) Post-Effective Amendment No. 43 filed with the SEC via EDGAR on November 27, 2002.

(18) Incorporated by reference to MFS Municipal Series Trust (File Nos. 2-92915 and 811-4096) Post-Effective Amendment No. 38 filed with the SEC via EDGAR on July 27, 2003.
(19) Incorporated by reference to MFS Series Trust VI (File No. 333-105502) Post-Effective Amendment No. 1 to Form N-14 filed with the SEC via EDGAR on May 23, 2003.
(20) Incorporated by reference to MFS Series Trust X (File Nos. 33-1657 and 811-4492) Post-Effective Amendment No. 46 filed with the SEC via EDGAR on September 26, 2003.

Item 24. Persons Controlled by or under Common Control with Registrant

Not applicable.

Item 25. Indemnification

Reference is hereby made to (a) Article V of the Trust's Amended and Restated Declaration of Trust, dated as of August 12, 2003, filed herewith and (b) Section 8 of the Shareholder Servicing Agent Agreement, incorporated by reference to Registrant's Post-Effective Amendment No. 21 filed with the SEC via EDGAR on October 17, 1995.

The Trustees and officers of the Registrant and the personnel of the Registrant's investment adviser and principal underwriter are insured under an errors and omissions liability insurance policy. The Registrant and its officers are also insured under the fidelity bond required by Rule 17g-1 under the Investment Company Act of 1940, as amended.

Item 26. Business and Other Connections of Investment Adviser

MFS serves as investment adviser to the following open-end Funds comprising the MFS Family of Funds (except the Vertex Funds mentioned below): Massachusetts Investors Trust; Massachusetts Investors Growth Stock Fund; MFS Growth Opportunities Fund; MFS Government Securities Fund; MFS Government Limited Maturity Fund; MFS Series Trust I (which has 10 series: MFS Managed Sectors Fund, MFS Cash Reserve Fund, Strategic Growth Fund, MFS Research Growth and Income Fund, MFS Core Growth Fund, MFS Value Fund, MFS New Discovery Fund, MFS Technology Fund, MFS Research International Fund and MFS Japan Equity Fund); MFS Series Trust II (which has two series: MFS Emerging Growth Fund and MFS Large Cap Growth Fund); MFS Series Trust III (which has three series: MFS High Income Fund, MFS Municipal High Income Fund and MFS High Yield Opportunities Fund); MFS Series Trust IV (which has four series: MFS Money Market Fund, MFS Government Money Market Fund, MFS Municipal Bond Fund and MFS Mid Cap Growth Fund); MFS Series Trust V (which has five series: MFS Total Return Fund, MFS Research Fund, MFS International New Discovery Fund, MFS International Strategic Growth Fund and MFS International Strategic Value Fund); MFS Series Trust VI (which has three series: MFS Global Total Return Fund, MFS Utilities Fund and MFS Global Equity Fund); MFS Series Trust VII (which has one series: MFS Capital Opportunities Fund); MFS Series Trust VIII (which has three series: MFS Strategic Income Fund, MFS Global Growth Fund and MFS Tax Managed Equity Fund); MFS Series Trust IX (which has nine series: MFS Bond Fund, MFS Limited Maturity Fund, MFS Municipal Limited Maturity Fund, MFS Research Bond Fund, MFS Research Bond Fund J, MFS Intermediate Investment Grade Bond Fund, MFS Emerging Opportunities Fund, MFS Large Cap Value Fund and MFS Inflation-Adjusted Bond Fund; MFS Series Trust X (which has 16 series: MFS Government Mortgage Fund, MFS Emerging Markets Equity Fund, MFS International Growth Fund,

MFS International Value Fund, MFS Strategic Value Fund, MFS Emerging Markets Debt Fund, MFS European Equity Fund, MFS New Endeavor Fund, MFS Fundamental Growth Fund, MFS Gemini U.K. Fund, MFS Global Value Fund, MFS International Core Equity Fund, MFS Conservative Allocation Fund, MFS Moderate Allocation Fund, MFS Growth Allocation Fund and MFS Aggressive Growth Allocation Fund); MFS Series Trust XI (which has three series: MFS Union Standard Equity Fund, Vertex International Fund and MFS Mid Cap Value Fund); and MFS Municipal Series Trust (which has 16 series: MFS Alabama Municipal Bond Fund, MFS Arkansas Municipal Bond Fund, MFS California Municipal Bond Fund, MFS Florida Municipal Bond Fund, MFS Georgia Municipal Bond Fund, MFS Maryland Municipal Bond Fund, MFS Massachusetts Municipal Bond Fund, MFS Mississippi Municipal Bond Fund, MFS New York Municipal Bond Fund, MFS North Carolina Municipal Bond Fund, MFS Pennsylvania Municipal Bond Fund, MFS South Carolina Municipal Bond Fund, MFS Tennessee Municipal Bond Fund, MFS Virginia Municipal Bond Fund, MFS West Virginia Municipal Bond Fund and MFS Municipal Income Fund (the "MFS Funds"). The principal business address of each of the MFS Funds is 500 Boylston Street, Boston, Massachusetts, 02116.

MFS also serves as investment adviser of the following open-end Funds: MFS Institutional Trust ("MFSIT") (which has 9 series) and MFS Variable Insurance Trust ("MVI") (which has 15 series). The principal business address of each of the aforementioned funds is 500 Boylston Street, Boston, Massachusetts, 02116.

In addition, MFS serves as investment adviser to the following closed-end funds: MFS Municipal Income Trust, MFS Multimarket Income Trust, MFS Government Markets Income Trust, MFS Intermediate Income Trust, MFS Charter Income Trust and MFS Special Value Trust (the "MFS Closed-End Funds"). The principal business address of each of the MFS Closed-End Funds is 500 Boylston Street, Boston, Massachusetts, 02116.

Lastly, MFS serves as investment adviser to MFS/Sun Life Series Trust ("MFS/SL") (which has 29 series), Money Market Variable Account, High Yield Variable Account, Capital Appreciation Variable Account, Government Securities Variable Account, Global Governments Variable Account, Total Return Variable Account and Managed Sectors Variable Account (collectively, the "Accounts"). The principal business address of MFS/SL is 500 Boylston Street, Boston, Massachusetts, 02116. The principal business address of each of the aforementioned Accounts is One Sun Life Executive Park, Wellesley Hills, Massachusetts, 02181.

The Directors of MFS are John W. Ballen, Kevin R. Parke, William W. Scott, Martin E. Beaulieu, Robert J. Manning, Richard D. Schmalensee, Donald A. Stewart, C. James Prieur, William W. Stinson and James C. Baillie. Jeffrey L. Shames is the Chairman, Mr. Ballen is Chief Executive Officer, Mr. Parke is President and Chief Investment Officer, Mr. William Scott is Vice Chairman, Mr. Beaulieu is Executive Vice President and the Director of Global Distribution, Mr. Manning is Executive Vice President and Chief Fixed Income Officer, Stephen E. Cavan is a Senior

Vice President, General Counsel and Secretary of MFS, Robert T. Burns is a Senior Vice President, Associate General Counsel and an Assistant Secretary of MFS, Thomas B. Hastings is a Senior Vice President and Treasurer of MFS and Joseph Lynch is the Assistant Treasurer of MFS.

Massachusetts Investors Trust Massachusetts Investors Growth Stock Fund MFS Growth Opportunities Fund MFS Government Securities Fund MFS Government Limited Maturity Fund MFS Series Trust I
MFS Series Trust II
MFS Series Trust III
MFS Series Trust IV
MFS Series Trust V
MFS Series Trust VI
MFS Series Trust VII
MFS Series Trust VIII
MFS Series Trust IX
MFS Series Trust X
MFS Series Trust XI
MFS Municipal Series Trust MFS Variable Insurance Trust MFS Institutional Trust MFS Municipal Income Trust MFS Multimarket Income Trust MFS Government Markets Income Trust MFS Intermediate Income Trust MFS Charter Income Trust MFS Special Value Trust

Jeffrey L. Shames is Chairman, John W. Ballen is President, Stephen E. Cavan is the Secretary and Clerk, Richard M. Hisey, a Senior Vice President of MFS, is Treasurer, James O. Yost, Ellen M. Moynihan and Robert R. Flaherty, Vice Presidents of MFS, are the Assistant Treasurers, James R. Bordewick, Jr., Senior Vice President and Associate General Counsel of MFS, is the Assistant Secretary and Assistant Clerk.

MFS/Sun Life Series Trust

C. James Prieur, President and Director of Sun Life Assurance Company of Canada, is Chairman, John W. Ballen is President, Stephen E. Cavan is the Secretary and Clerk, Richard M. Hisey is the Treasurer, James O. Yost, Ellen M. Moynihan and Robert R. Flaherty are the Assistant Treasurers, James R. Bordewick, Jr., is the Assistant Secretary and Assistant Clerk.

Money Market Variable Account High Yield Variable Account Capital Appreciation Variable Account Government Securities Variable Account Total Return Variable Account Global Governments Variable Account Managed Sectors Variable Account

C. James Prieur is Chairman and Member of the Board of Managers, John W. Ballen is President, Stephen E. Cavan is the Secretary, Richard M. Hisey is Treasurer, Jim Yost, Ellen M. Moynihan and Robert R. Flaherty are the Assistant Treasurers and James R. Bordewick, Jr., is the Assistant Secretary.

MIL Funds
MFS Meridian Funds

Jeffrey L. Shames is Chairman, John A. Brindle, Richard W. S. Baker and William F. Waters are Directors, Stephen E. Cavan is the Secretary, Richard M. Hisey is Treasurer, James O. Yost, Ellen M. Moynihan and Robert R. Flaherty are the Assistant Treasurers, and James R. Bordewick, Jr. is the Assistant Secretary.

Vertex Investment Management, Inc., a Delaware corporation and a wholly owned subsidiary of MFS, whose principal business address is 500 Boylston Street, Boston, Massachusetts 02116 ("Vertex"), serves as investment adviser to Vertex Contrarian Fund and Vertex International Fund, each a series of MFS Series Trust XI. The principal business address of the aforementioned Funds is 500 Boylston Street, Boston, Massachusetts, 02116.

Jeffrey L. Shames and Kevin R. Parke are Directors. Mr. Shames is also the President. John W. Ballen is Executive Vice President and Chief Investment Officer, John D. Laupheimer is a Senior Vice President, Robert Whelan is the Treasurer, Thomas B. Hastings is the Assistant Treasurer, Stephen E. Cavan is the Secretary and Robert T. Burns is the Assistant Secretary.

MFS International Ltd. ("MIL Bermuda"), a limited liability company organized under the laws of Bermuda and a subsidiary of MFS, whose principal business address is Canon's Court, 22 Victoria Street, Hamilton HM 12 Bermuda, serves as investment adviser to and distributor for MFS American Funds, known as the MFS Funds, SICAV after January 1999 (which has 14 portfolios): Emerging Markets Debt Fund, European Bond Fund, European Equity Fund, European Growth Fund, European High Yield Bond Fund, European Smaller Companies Fund, European Value Fund, Global Equity Fund, U.S. Dollar Reserve Fund, U.S. Emerging Growth Fund, U.S. High Yield Bond Fund, U.S. Research Fund, U.S. Strategic Growth Fund and Value Fund (the "MIL Funds"). The MIL Funds are organized in Luxembourg and qualify as an undertaking for collective investments in transferable securities (UCITS). The

principal business address of the MIL Funds is 47, Boulevard Royal, L-2449 Luxembourg. MIL also serves as investment adviser to and distributor for MFS Meridian Asian Dynasty Fund, MFS Meridian Emerging Markets Debt Fund, MFS Meridian European Equity Fund, MFS Meridian Global Balanced Fund, MFS Meridian Global Equity Fund, MFS Meridian Global Growth Fund, MFS Meridian Limited Maturity Fund, MFS Meridian Money Market Fund, MFS Meridian Research Bond Fund, MFS Meridian Research International Fund, MFS Meridian Strategic Growth Fund, MFS Meridian Strategic Income Fund, MFS Meridian Technology Fund, MFS Meridian U.S. Emerging Growth Fund, MFS Meridian U.S. Equity Fund, MFS Meridian U.S. Government Bond Fund, MFS Meridian U.S. High Yield Fund, MFS Meridian U.S. Research Fund and MFS Meridian Value Fund (collectively the "MFS Meridian Funds"). Each of the MFS Meridian Funds is organized as an exempt company under the laws of the Cayman Islands. The principal business address of each of the MFS Meridian Funds is P.O. Box 309, Grand Cayman, Cayman Islands, British West Indies.

Jeffrey L. Shames is a Director, Peter Laird is a Director and President, Stephen E. Cavan is a Director, Senior Vice President and Secretary, Peter Bubenzner is a Director, Judith Collis is a Director, Robert Whelan is the Treasurer, Robert T. Burns is the Assistant Secretary and Thomas B. Hastings is the Assistant Treasurer. Mark Rogers is Senior Vice President and Managing Director - Retail and Ira S. Krolick is Senior Vice President.

MFS International (U.K.) Ltd. ("MIL-UK"), a private limited company registered with the Registrar of Companies for England and Wales whose current address is Eversheds, Senator House, 85 Queen Victoria Street, London, England EC4V 4JL, is involved primarily in marketing and investment research activities with respect to private clients and the MIL Funds and the MFS Meridian Funds.

Jeffrey L. Shames, John W. Ballen, Peter D. Laird and Stephen E. Cavan are the Directors. Mr. Laird is the President, Mr. Cavan is the Secretary, Robert Whelan is the Treasurer, Thomas B. Hastings is the Assistant Treasurer and Robert T. Burns is the Assistant Secretary. Robert R. Flaherty, Ellen M. Moynihan, Steven J. Wildes and James O. Yost are Vice Presidents.

MFS International S.C. LTDA ("MIL Brazil"), a private commercial limited liability quota company organized under the laws of Brazil whose current address is Al Campinas, 1070, 7 andar, Sala 15, Sao Paulo, Sao Paulo, Brazil, is primarily involved in providing market development services to increment the use of MFS products and services in Brazil as well as being a distributor of the MFS Meridian Funds.

Jeffrey L. Shames, Stephen E. Cavan and Peter D. Laird are Advisory Board Members. Mr. Shames is also the President.

MFS Institutional Advisors (Australia) Ltd. ("MFSI-Australia"), a private limited company organized under the Corporations Law of New South Wales, Australia whose current address is Level 27, Australia Square, 264 George Street, Sydney, NSW2000, Australia, is involved primarily in investment management and distribution of Australian superannuation unit trusts and acts as an investment adviser to institutional accounts.

Graham E. Lenzner is the Chairman, Loretta Lenzner, John W. Ballen and Sheldon Rivers are Directors, Stephen E. Cavan is the Secretary, Robert Whelan is the Treasurer, Thomas B. Hastings is the Assistant Treasurer, and Robert T. Burns is the Assistant Secretary.

MFS Fund Distributors, Inc. ("MFD"), a wholly owned subsidiary of MFS, serves as distributor for the MFS Funds, MVI and MFSIT.

Jeffrey L. Shames is the Chairman, James V. Fitzgerald is the President and Director, Martin E. Beaulieu is a Director, Robert Leo is a Director, Vice Chairman and Executive Vice President, Stephen E. Cavan is the Secretary, Robert T. Burns is the Assistant Secretary, Michael J. Londergan is the Treasurer and Thomas B. Hastings is the Assistant Treasurer.

MFS Service Center, Inc. ("MFSC"), a wholly owned subsidiary of MFS, serves as shareholder servicing agent to the MFS Funds, the MFS Closed-End Funds, MFSIT and MVI.

Jeffrey L. Shames is the Chairman. Janet A. Clifford is a Director. Ms. Clifford is also the President, Robert Whelan is the Treasurer, Thomas B. Hastings is the Assistant Treasurer, Stephen E. Cavan is the Secretary, and Robert T. Burns is the Assistant Secretary.

MFS Institutional Advisors, Inc. ("MFSI"), a wholly owned subsidiary of MFS, provides investment advice to substantial private clients.

Jeffrey L. Shames is Chairman and John W. Ballen is a Director, Kevin R. Parke is an Executive Vice President and Managing Director, Lisa M. Jones is Head of Institutional and Executive Vice President, Robert Whelan is the Treasurer, Thomas B. Hastings is the Assistant Treasurer and Robert T. Burns is the Secretary, Ray P. Dutcher is Senior Vice President - Global Client Services, Fletcher B. Coleman III is Senior Vice President and Managing Director of Insurance Services Group, Robert W. Gandre is Senior Vice President and Director of Middle East, Asia & Latin America and Karen C. Jordan and Terence M. Welch are Senior Vice Presidents.

MFS Retirement Services, Inc. ("RSI"), a wholly owned subsidiary of MFS, markets MFS products to retirement plans and provides administrative and record keeping services for retirement plans.

Jeffrey L. Shames is the Chairman, Martin E. Beaulieu is the Director, Carol W. Geremia is the President, Robert Whelan is the Treasurer, Thomas B. Hastings is the Assistant Treasurer, Stephen E. Cavan is the Secretary, Robert T. Burns is the Assistant Secretary, Katharine Burridge is Senior Vice President
- Qualified Plans, Director of Qualified Plans, Matthew D. Gannon is Senior Vice President - Retail Marketing, Director of RSI Marketing, William F. Shaw is Senior Vice President - Marketing and George C. Sutherland is Senior Vice President - Sales.

MFS Investment Management K.K. ("MIMKK"), a wholly owned subsidiary of MFS, is a corporation incorporated in Japan. MIMKK, whose address is Kamiyacho-Mori Building, 3-20, Tranomon 4-chome, Minato-ku, Tokyo, Japan, is involved in investment management activities.

Jeffrey L. Shames is a Director, Ira S. Krolick is a Director and Chief Operating Officer, Peter Laird is a Director and Takafumi Ishii is a Director and Representative Director. Robert J. Whelan is Statutory Auditor.

MFS Heritage Trust Company ("MFS Trust"), a New Hampshire-chartered limited-purpose trust company whose current address is 650 Elm Street, Suite 404, Manchester, NH 03101, provides directed trustee services to retirement plans.

Stephen E. Cavan, Joseph W. Dello Russo, Janet A. Clifford, Martin E. Beaulieu, Carol W. Geremia, Joseph A. Kosciuszek are Directors. Mr. Cavan is the President, Robert Whelan is the Treasurer and Robert T. Burns is the Clerk. Mark Kaplan is Trust Officer.

MFS Original Research Partners, LLC, a Delaware limited liability company and a wholly owned subsidiary of MFS whose address is 500 Boylston Street, Boston, Massachusetts 02116, is an adviser to domestic pooled private investment vehicles.

Jeffrey L. Shames, John W. Ballen and Kevin R. Parke are Directors, Robert Whelan is the Treasurer, Stephen E. Cavan is the Secretary, Thomas B. Hastings is the Assistant Treasurer and Robert T. Burns is the Assistant Secretary.

MFS Original Research Advisors, LLC, a Delaware limited liability company and a wholly owned subsidiary of MFS whose address is 500 Boylston Street, Boston, Massachusetts 02116, is an adviser to offshore pooled private investment vehicles.

MFS Japan Holdings, LLC, a private limited liability company organized under the laws of Delaware whose address is 500 Boylston Street, Boston, MA 02116, is primarily a holding company and is 50% owned by Massachusetts Financial Services Company and 50% owned by Sun Life Financial (Japan), Inc.

     Jeffrey L. Shames,  Douglas C. Henck,  Peter D. Laird and Donald A. Stewart
are Directors.

     Sun Life of Canada  (U.S.)  Financial  Services  Holdings,  Inc., a company

incorporated under the laws of Delaware whose address is 500 Boylston Street, Boston, Massachusetts 02116, is the direct parent company of Massachusetts Financial Services Company.

John W. Ballen, Kevin R. Parke, Jeffrey L. Shames, Eric G. Burns, Donald A. Stewart and C. James Prieur are Directors. Mr. Ballen is the Chairman and Mr. Parke is the Chief Executive Officer & President, Robert Whelan is the Treasurer, Joseph Lynch is the Assistant Treasurer, Robert T. Burns is Secretary and Mitchell C. Freestone is the Assistant Secretary.

MFS Investment Management (LUX) S.A., a joint stock company organized under the laws of Luxembourg whose registered office is 49, Avenue J.F. Kennedy, L-1855, Kirchberg, Luxembourg, is the management company of the MFS Investment Funds, which has 2 portfolios: MFS Funds-Global Equity Ex-Japan Fund and MFS Funds-Bond Fund.

Jeffrey L. Shames, John W. Ballen and Kevin R. Parke are Directors, Robert J. Whelan is Treasurer and Thomas B. Hastings is Assistant Treasurer.

MFS/Sun Life Financial Distributors, Inc., a Delaware broker dealer jointly owned by MFS and Sun Life of Canada (U.S.) Financial Services Holdings, Inc., whose address is 125 High Street, Boston, Massachusetts 02110, is a distributor of variable annuity products.

Martin E. Beaulieu and James A. McNulty, III are the Directors, Thomas Seitz is President, Julia H. Holloway is Vice President and Chief Administrative Officer, Norton A. Goss, II is Vice President and Chief Compliance Officer, Davey S. Scoon is Vice President and Treasurer, Imants Saksons is Vice President, Jane F. Jette is Financial/Operations Principal, Nancy Atherton is Tax Officer, George E. Madden is Secretary and William T. Evers is Assistant Secretary.

In addition, the following persons, Directors or officers of MFS, have the affiliations indicated:

Donald A. Stewart   Chief Executive Officer, Sun Life Assurance Company of
                    Canada,  Sun Life  Centre,  150 King Street  West,  Toronto,
                    Ontario,  Canada  (Mr.  Stewart  is also an  officer  and/or
                    Director of various subsidiaries and affiliates of Sun Life)

C. James Prieur     President  and a  Director,  Sun Life  Assurance  Company of
                    Canada,  Sun Life  Centre,  150 King Street  West,  Toronto,
                    Ontario,  Canada  (Mr.  Prieur  is  also an officer  and/or
                    Director of various subsidiaries and affiliates of Sun Life)

William W. Stinson  Non-Executive  Chairman,  Sun  Life  Financial  and Sun Life
                    Assurance  Company  of  Canada,  Sun Life  Centre,  150 King
                    Street West, Toronto,  Ontario, Canada; Chairman,  Westshore
                    Terminals   Income  Fund,   Vancouver,   British   Columbia;
                    Director,  Grant Forest Products Inc.,  Ontario,  Canada and
                    Trustee, Fording Canadian Coal Trust, Calgary, Alberta

James C. Baillie    Counsel,   Torys,  Ontario,   Canada;   Chair,   Independent
                    Electricity Market Operator,  Ontario,  Canada; Chair, Corel
                    Corporation,  Ontario, Canada; Director, Sun Life Financial,
                    Ontario Canada; Director, FPI Ltd., Newfoundland, Canada


Item 27.          Distributors

                  (a) Reference is hereby made to Item 26 above.

                  (b) Reference is hereby made to Item 26 above; the principal

business address of each of these persons is 500 Boylston Street, Boston, Massachusetts 02116.

Item 28. Location of Accounts and Records

The accounts and records of the Registrant are located, in whole or in part, at the office of the Registrant and the following locations:

             NAME                                     ADDRESS

Massachusetts Financial Services              500 Boylston Street
 Company (investment adviser)                 Boston, Mass. 02116

MFS Fund Distributors, Inc.                   500 Boylston Street
 (principal underwriter)                      Boston, Mass. 02116

State Street Bank and Trust                   State Street South
 Company (custodian)                          5 - West

                                              North Quincy, Mass. 02171

MFS Service Center, Inc.                      2 Avenue de Lafayette
 (transfer agent)                             Boston, Mass. 021111-1738

Item 29. Management Services

Not applicable.

Item 30. Undertakings

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Boston and The Commonwealth of Massachusetts on the 27th day of October, 2003.

MFS SERIES TRUST I

By:        JAMES R. BORDEWICK, JR.
Name:      James R. Bordewick, Jr.
Title:     Assistant Clerk and Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to its Registration Statement has been signed below by the following persons in the capacities indicated on October 27, 2003.

    SIGNATURE                              TITLE

JEFFREY L. SHAMES*          Chairman and Trustee
Jeffrey L. Shames


JOHN W. BALLEN*             President (Principal Executive Officer) and Trustee
John W. Ballen


RICHARD M. HISEY*           Principal Financial Officer and Accounting Officer
Richard M. Hisey


LAWRENCE H. COHN*           Trustee
Lawrence H. Cohn


WILLIAM R. GUTOW*           Trustee
William R. Gutow


J. ATWOOD IVES*             Trustee
J. Atwood Ives

ABBY M. O'NEILL*             Trustee
Abby M. O'Neill


KEVIN R. PARKE*              Trustee
Kevin R. Parke


LAWRENCE T. PERERA*          Trustee
Lawrence T. Perera


WILLIAM J. POORVU*           Trustee
William J. Poorvu


J. DALE SHERRATT*            Trustee
J. Dale Sherratt


ELAINE R. SMITH*             Trustee
Elaine R. Smith


WARD SMITH*                  Trustee
Ward Smith


                                     *By:      JAMES R. BORDEWICK, JR.
                                     Name:     James R. Bordewick, Jr.
                                               as Attorney-in-fact

Executed by James R. Bordewick, Jr. on behalf of those indicated pursuant to a Power of Attorney dated January 1, 2002, incorporated by reference to Post-Effective Amendment

No.  40 filed  with the SEC via  EDGAR on July 30,  2002;  a
Power of  Attorney  dated  August 1, 2002,  incorporated  by
reference  to MFS  Series  Trust IX (File Nos.  2-50409  and

811-2464) Post-Effective Amendment No. 44 filed with the SEC via EDGAR on August 1, 2002; and a Power of Attorney dated May 20, 2003, incorporated by reference to MFS Series Trust VI (File No. 333-105502) Post-Effective Amendment No. 1 to Form N-14 filed with the SEC on May 23, 2003.

INDEX TO EXHIBITS

EXHIBIT NO.         DESCRIPTION OF EXHIBIT                           PAGE NO.

       1   (a)          Amended and Restated Declaration of Trust,
                         dated August 12, 2003.

           (b)          Amendment, dated August 15, 2003, to the
                         Amended and Restated Declaration of Trust -
                         Redesignation  of Class R shares as Class R1
                         Shares  for MFS Core Growth  Fund,  MFS
                         New  Discovery  Fund,  MFS  Research Growth
                         and Income Fund, MFS Research International
                         Fund, MFS Strategic  Growth Fund,  MFS
                         Technology  Fund and MFS Value Fund and
                         Designation  of new Class R2  shares  for
                         MFS Core Growth Fund, MFS New Discovery
                         Fund, MFS Research Growth and Income Fund,
                         MFS Research  International Fund, MFS Strategic
                         Growth Fund, MFS Technology Fund and MFS Value Fund.

        7  (c)          Exhibit A, revised July 16, 2003, to the Master
                         Custodian Contract and the Global Custody
                         Agreement.

           (d)          Amendment No. 2, dated May 2, 2003, to the Master
                         Custodian Agreement with State Street Bank & Trust
                         Company.

       8   (b)          Amendment to Shareholder Servicing Agent Agreement to
                         amend fee schedule, dated April 1, 2003.

       9   (b)          Legal Opinion Consent, dated October 27, 2003.

      10   (c)          Auditor's Consent Letter for Ernst & Young LLP
                         regarding Class R2 Shares for MFS Core Growth
                         Fund, MFS New Discovery Fund, MFS Research
                         Growth and Income Fund, MFS Research International
                         Fund, MFS Strategic Growth Fund, MFS Technology
                         Fund and MFS Value Fund.

     13                 Master Distribution Plan pursuant to Rule 12b-1 under
                         the Investment Company Act of 1940 effective January 1,
                         1997, and Amended and Restated August 15, 2003.

EXHIBIT NO. 99.1(a)

AMENDED AND RESTATED

DECLARATION OF TRUST

MFS SERIES TRUST I

Dated as of August 12, 2003

                                TABLE OF CONTENTS

                                                                           PAGE

ARTICLE I--Name and Definitions                                               1

         Section 1.1         Name                                             1
         Section 1.2         Definitions                                      1

ARTICLE II--Trustees                                                          3

         Section 2.1         Number of Trustees                               3
         Section 2.2         Term of Office of Trustees                       3
         Section 2.3         Resignation and Appointment of Trustees          4
         Section 2.4         Vacancies                                        5
         Section 2.5         Delegation of Power to Other Trustees            5

ARTICLE III--Powers of Trustees                                               5

         Section 3.1         General                                          5
         Section 3.2         Investments                                      6
         Section 3.3         Legal Title                                      7
         Section 3.4         Issuance and Repurchase of Securities            8
         Section 3.5         Borrowing Money; Lending Trust Property          8
         Section 3.6         Delegation                                       8
         Section 3.7         Collection and Payment                           8
         Section 3.8         Expenses                                         8
         Section 3.9         Manner of Acting; By-Laws                        8
         Section 3.10        Miscellaneous Powers                             9

ARTICLE IV--Investment Adviser, Distributor, Custodian and
                    Transfer Agent                                           10

         Section 4.1         Investment Adviser                              10
         Section 4.2         Distributor                                     10
         Section 4.3         Custodian                                       11
         Section 4.4         Transfer Agent                                  11
         Section 4.5         Parties to Contract                             11

ARTICLE V--Limitations of Liability of Shareholders, Trustees and
                   Others                                                    12

         Section 5.1         No Personal Liability of Shareholders           12
         Section 5.2         Limitation of Liability of Trustees and Others  12
         Section 5.3         Mandatory Indemnification                       13
         Section 5.4         No Bond Required                                15
         Section 5.5         No Duty of Investigation; Notice in Trust
                             Instruments                                     15
         Section 5.6         Good Faith Action; Reliance on Experts          16
         Section 5.7         Derivative Actions                              16

ARTICLE VI--Shares of Beneficial Interest                                    17

         Section 6.1         Beneficial Interest                             17
         Section 6.2         Rights of Shareholders                          17
         Section 6.3         Trust Only                                      17
         Section 6.4         Issuance of Shares                              18
         Section 6.5         Register of Shares                              18
         Section 6.6         Transfer of Shares                              18
         Section 6.7         Notices                                         19
         Section 6.8         Voting Powers                                   19
         Section 6.9         Series of Shares                                20
         Section 6.10        Classes of Shares                               22
         Section 6.11        Series and Class Designations                   23

ARTICLE VII--Redemptions                                                     23

         Section 7.1         Redemptions                                     23
         Section 7.2         Suspension of Right of Redemption               24
         Section 7.3         Redemption of Shares; Disclosure of Holding     24

ARTICLE VIII--Determination of Net Asset Value, Net Income and
                      Distributions; Reduction in Shares                     25

ARTICLE IX--Duration; Termination of Trust; Amendment;
                    Mergers, etc.                                            25

         Section 9.1         Duration                                        25
         Section 9.2         Termination of Trust                            25
         Section 9.3         Amendment Procedure                             26
         Section 9.4         Merger, Consolidation and Sale of Assets        27
         Section 9.5         Incorporation, Reorganization                   28



ARTICLE X--Miscellaneous                                                     29

         Section 10.1        Filing                                          29
         Section 10.2        Governing Law                                   29
         Section 10.3        Principal Office                                29
         Section 10.4        Counterparts                                    29
         Section 10.5        Reliance by Third Parties                       30
         Section 10.6        Provisions in Conflict with Law or Regulations  30

Signature Page                                                               31

Appendix A - Series                                                         A-1

Appendix B - Classes                                                        B-1

AMENDED AND RESTATED

DECLARATION OF TRUST

MFS SERIES TRUST I

Dated as of August 12, 2003

WHEREAS, MFS Series Trust I was established pursuant to a Declaration of Trust dated July 26, 1986, as amended (the "Original Declaration"), for the investment and reinvestment of funds contributed thereto;

WHEREAS, the Trustees desire that the beneficial interest in the Trust assets continue to be divided into transferable Shares of Beneficial Interest (without par value) issued in one or more series, as hereinafter provided;

WHEREAS, the Trustees wish to amend and restate the Original Declaration in its entirety, and hereby certify that this Amended and Restated Declaration of Trust has been amended and restated in accordance with the provisions of the Original Declaration;

NOW THEREFORE, the Trustees hereby confirm that all money and property contributed to the Trust hereunder shall be held and managed in trust for the benefit of holders, from time to time, of the Shares of Beneficial Interest (without par value) issued hereunder and subject to the provisions hereof, and that the Original Declaration, including all appendices, is amended and restated in its entirety as follows.

ARTICLE I

NAME AND DEFINITIONS

Section 1.1. Name. The name of the Trust is MFS Series Trust I.

Section 1.2. Definitions. Wherever they are used herein, the following terms have the following respective meanings:

(a) "By-Laws" means the By-laws referred to in Section 3.9 hereof, as from time to time amended.

(b) "Commission" has the meaning given that term in the 1940 Act.

(c) "Declaration" means this Amended and Restated Declaration of Trust, as amended from time to time. Reference in this Declaration of Trust to "Declaration," "hereof," "herein" and "hereunder" shall be deemed to refer to this Declaration rather than the article or section in which such words appear.

(d) "Distributor" means a party furnishing services to the Trust pursuant to any contract described in Section 4.2 hereof.

(e) "Interested Person" has the meaning given that term in the 1940 Act.

(f) "Investment Adviser" means a party furnishing services to the Trust pursuant to any contract described in Section 4.1 hereof.

(g) "Majority Shareholder Vote" has the same meaning as the phrase "vote of a majority of the outstanding voting securities" as defined in the 1940 Act, except that such term may be used herein with respect to the Shares of the Trust as a whole or the Shares of any particular series or class, as the context may require, and except that each Share shall have one vote for each dollar of net asset value as provided in Section 6.8 hereof.

(h) "1940 Act" means the Investment Company Act of 1940 and the Rules and Regulations thereunder, as amended from time to time, and as such Act or the Rules and Regulations thereunder may apply to the Trust or any series or class pursuant to any exemptive order or similar relief or interpretation issued by the Commission under such Act.

(i) "Person" means and includes individuals, corporations, limited liability companies, partnerships, trusts, associations, joint ventures and other entities, whether or not legal entities, and governments and agencies and political subdivisions thereof, whether domestic or foreign.

(j) "Shareholder" means a record owner of outstanding Shares.

(k) "Shares" means the Shares of Beneficial Interest into which the beneficial interest in the Trust shall be divided from time to time or, when used in relation to any particular series or class of Shares established by the Trustees pursuant to Section 6.11 hereof, transferable units into which such series or class of Shares shall be divided from time to time in accordance with the terms hereof. The term "Shares" includes fractions of Shares as well as whole Shares.

(l) "Transfer Agent" means a party furnishing services to the Trust pursuant to any transfer agency contract described in Section 4.4 hereof.

(m) "Trust" means the trust hereunder.

(n) "Trust Property" means any and all property, real or personal, tangible or intangible, which is owned or held by or for the account of the Trust or the Trustees, including, without limitation, any and all property allocated or belonging to any series or class of Shares pursuant to Section 6.9 or Section 6.10 hereof.

(o) "Trustees" means the persons who have signed the Declaration, so long as they shall continue in office in accordance with the terms hereof, and all other persons who may from time to time be duly elected or appointed, qualified and serving as Trustees in accordance with the provisions hereof, and reference herein to a Trustee or the Trustees shall refer to such person or persons in their capacity as trustees hereunder.

(p) "Trustees Emeritus" means any former Trustees who, from time to time, are appointed by the Trustees to serve as trustees emeritus of the Trust in accordance with the guidelines and conditions for such service adopted by the Trustees from time to time, for so long as they serve in that capacity. Trustees Emeritus, in their capacity as such, are not Trustees of the Trust for any purpose, and shall not have any powers or obligations of Trustees hereunder.

ARTICLE II

TRUSTEES

Section 2.1. Number of Trustees. The number of Trustees shall be such number as shall be fixed from time to time by a majority of the Trustees, provided, however, that the number of Trustees shall in no event be less than three nor more than 15.

Section 2.2. Term of Office of Trustees. A Trustee may be elected either by the Shareholders of the Trust or, as provided in the Declaration and subject to the limitations of the 1940 Act, by the Trustees. Subject to all applicable provisions of the 1940 Act, a Trustee shall hold office during the lifetime of this Trust and until its termination as hereinafter provided or, if sooner, until his or her death or the election and qualification of his or her successor; except that:

(a) any Trustee may resign his or her trust (without need for prior or subsequent accounting) by an instrument in writing signed by that Trustee and delivered to the Trust, which shall take effect upon such delivery or upon such later date as is specified therein;

(b) any Trustee may be removed at any time, with or without cause, by written instrument signed by at least three-quarters of the Trustees, specifying the date when such removal shall become effective;

(c) any Trustee who has attained a mandatory retirement age established pursuant to any written policy adopted from time to time by at least two-thirds of the Trustees shall, automatically and without action of such Trustee or the remaining Trustees, be deemed to have retired in accordance with the terms of such policy, effective as of the date determined in accordance with such policy;

(d) any Trustee who has served to the end of his or her term of office established pursuant to any written policy adopted from time to time by at least two-thirds of the Trustees shall, automatically and without action of such Trustee or the remaining Trustees, be deemed to have retired in accordance with the terms of such policy, effective as of the date determined in accordance with such policy; and

(e) a Trustee may be removed at any meeting of Shareholders by a vote of Shares representing two-thirds of the voting power of the outstanding Shares of the Trust.

Upon the resignation, retirement or removal of a Trustee, or his or her otherwise ceasing to be a Trustee, that individual shall execute and deliver such documents as the remaining Trustees shall require for the purpose of conveying to the Trust or the remaining Trustees any Trust Property held in the name of the resigning, retiring or removed Trustee. Upon the incapacity or death of any Trustee, that Trustee's legal representative shall execute and deliver on his or her behalf such documents as the remaining Trustees shall require as provided in the preceding sentence.

Except to the extent expressly provided in a written agreement to which the Trust is a party or in a written policy adopted by the Trustees, no resigning or removed Trustee shall have any right to any compensation for any period following his or her resignation or removal, or any right to damages on account of such removal.

Section 2.3. Resignation and Appointment of Trustees. In case of the declination, death, resignation, retirement or removal of any of the Trustees, or in case a vacancy shall, by reason of an increase in number of Trustees, or for any other reason, exist, a majority of the remaining Trustees may fill such vacancy by appointing such other individual as they in their discretion shall see fit. Any such appointment shall not become effective, however, until the person appointed shall have accepted in writing such appointment and agreed in writing to be bound by the terms of the Declaration. An appointment of a Trustee may be made by the Trustees then in office in anticipation of a

vacancy to occur by reason of retirement, resignation, removal or increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation, removal or increase in number of Trustees. The power of appointment is subject to all applicable provisions of the 1940 Act.

Section 2.4. Vacancies. The death, declination, resignation, retirement, removal or incapacity of the Trustees, or any of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of the Declaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided in Section 2.3, or while any Trustee is incapacitated, the other Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by the Declaration, and only such other Trustees shall be counted for the purposes of the existence of a quorum or the taking of any action to be taken by the Trustees. A written instrument certifying the existence of such vacancy or incapacity signed by a majority of the Trustees shall be conclusive evidence of the existence thereof.

Section 2.5. Delegation of Power to Other Trustees. Subject to requirements imposed by the 1940 Act and other applicable law, any Trustee may, by power of attorney, delegate his power for a period not exceeding six months at any one time to any other Trustee or Trustees; provided that in no case shall fewer than two Trustees personally exercise the powers granted to the Trustees under the Declaration except as otherwise expressly provided herein.

ARTICLE III

POWERS OF TRUSTEES

Section 3.1. General. Subject to the provisions of the Declaration, the Trustees shall have exclusive and absolute control over the Trust Property and over the business of the Trust to the same extent as if the Trustees were the sole owners of the Trust Property and business in their own right, but with such powers of delegation as may be permitted by the Declaration. The Trustees shall have power to conduct the business of the Trust and carry on its operations in any and all of its branches and maintain offices both within and without The Commonwealth of Massachusetts, in any and all states of the United States of America, in the District of Columbia, and in any and all commonwealths, territories, dependencies, colonies, possessions, agencies or instrumentalities of the United States of America and of foreign governments, and to do all such other things and execute all such instruments as the Trustees deem necessary, proper or desirable in order to promote the interests of the Trust although such things are not herein specifically mentioned. Any determination as to what is in the interests of the Trust made by the Trustees

in good faith shall be conclusive. In construing the provisions of the Declaration, the presumption shall be in favor of a grant of power to the Trustees.

The enumeration of any specific power herein shall not be construed as limiting the aforesaid power or any other power of the Trustees hereunder. Such powers of the Trustees may be exercised without order of or resort to any court.

Section 3.2. Investments. (a) The Trustees shall have the power:

(i) to conduct, operate and carry on the business of an investment company;

(ii) to subscribe for, invest in, reinvest in, purchase or otherwise acquire, own, hold, pledge, sell, assign, transfer, exchange, distribute, lend or otherwise deal in or dispose of securities of every nature and kind, U.S. and foreign currencies, any form of gold or other precious metal, commodity contracts, any form of option contract, contracts for the future acquisition or delivery of fixed income or other securities, derivative instruments of every kind, "when-issued" or standby contracts, and all types of obligations or financial instruments, including, without limitation, all types of bonds, debentures, stocks, negotiable or non-negotiable instruments, obligations, evidences of indebtedness, certificates of deposit or indebtedness, commercial paper, repurchase agreements, bankers' acceptances, and other securities of any kind, issued, created, guaranteed or sponsored by any and all Persons, including, without limitation,

(A) states, territories and possessions of the United States and the District of Columbia and any political subdivision, agency or instrumentality of any such Person,

(B) the U.S. Government, any foreign government, or any political subdivision or any agency or instrumentality of the U.S. Government or any foreign government,

(D) any bank or savings institution, or

(E) any corporation or organization organized under the laws of the United States or of any state, territory or possession thereof, or under any foreign law;

to retain Trust assets in cash and from time to time to change the investments in which the assets of the Trust are invested; and to exercise any and all rights,

powers and privileges of ownership or interest in respect of any and all such investments of every kind and description, including, without limitation, the right to consent and otherwise act with respect thereto, with power to designate one or more Persons to exercise any of said rights, powers and privileges in respect of any of said investments; and

(iii) to carry on any other business in connection with or incidental to any of the foregoing powers, to do everything necessary, proper or desirable for the accomplishment of any purpose or the attainment of any object or the furtherance of any power hereinbefore set forth, and to do every other act or thing incidental or appurtenant to or connected with the aforesaid purposes, objects or powers.

(b) The Trustees shall not be limited to investing in securities or obligations maturing before the possible termination of the Trust, nor shall the Trustees be limited by any law limiting the investments which may be made by fiduciaries.

(c) Notwithstanding any other provision of the Declaration to the contrary, the Trustees shall have the power in their discretion without any requirement of approval by Shareholders to either invest all or a portion of the Trust Property of the Trust and each series of the Trust, or sell all or a portion of such Trust Property and invest the proceeds of such sales, in one or more other investment companies to the extent not prohibited by the 1940 Act.

Section 3.3. Legal Title. Legal title to all Trust Property shall be vested in the Trustees as joint tenants except that the Trustees shall have power to cause legal title to any Trust Property to be held by or in the name of one or more of the Trustees, or in the name of the Trust, or in the name of any other Person or nominee, on such terms as the Trustees may determine. The right, title and interest of the Trustees in the Trust Property shall vest automatically in each person who may hereafter become a Trustee. Upon the resignation, retirement, removal or death of a Trustee, such Trustee shall automatically cease to have any right, title or interest in any of the Trust Property, and the right, title and interest of such Trustee in the Trust Property shall vest automatically in the remaining Trustees. Such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered.

Section 3.4. Issuance and Repurchase of Securities. The Trustees shall have the power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in Shares and, subject to the provisions set forth in Articles VII, VIII and IX and Section 6.9 hereof, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any funds of the Trust or other Trust Property, whether capital or surplus or otherwise.

Section 3.5. Borrowing Money; Lending Trust Property. The Trustees shall have power to borrow money or otherwise obtain credit and to secure the same by mortgaging, pledging or otherwise subjecting as security the Trust Property, to endorse, guarantee, or undertake the performance of any obligation, contract or engagement of any other Person and to lend Trust Property.

Section 3.6. Delegation. The Trustees shall have power to delegate from time to time to such of their number or to officers, employees, any Investment Adviser, Distributor, custodian, agent or independent contractor of the Trust the doing of such things and the execution of such instruments either in the name of the Trust or the names of the Trustees or otherwise as the Trustees may deem appropriate or expedient.

Section 3.7. Collection and Payment. Subject to Section 6.9 hereof, the Trustees shall have power to collect all property due to the Trust; to pay all claims, including taxes, against the Trust Property; to prosecute, defend, compromise or abandon any claims relating to the Trust Property; to foreclose any security interest securing any obligations, by virtue of which any property is owed to the Trust; and to enter into releases, agreements and other instruments.

Section 3.8. Expenses. Subject to Section 6.9 hereof, the Trustees shall have the power to incur and pay any expenses which in the opinion of the Trustees are necessary or incidental to carry out any of the purposes of the Declaration, and to pay reasonable compensation from the funds of the Trust to themselves as Trustees. The Trustees shall fix the compensation of all officers, employees, Trustees and Trustees Emeritus.

Section 3.9. Manner of Acting; By-Laws. Except as otherwise provided herein, in the 1940 Act or in the By-Laws, any action to be taken by the Trustees may be taken by a majority of the Trustees present at a meeting of Trustees at which a quorum is present, including any meeting held by means of a conference telephone circuit or similar communications equipment by means of which all persons participating in the meeting can hear each other, or by written consents of two-thirds of the Trustees. The Trustees may adopt By-Laws not inconsistent with the Declaration to provide for the conduct of the business of the Trust and may amend or repeal such By-Laws to the extent permitted therein at any time.

Section 3.10. Miscellaneous Powers. Without limiting the foregoing, the Trustees shall have the power to:

(a) employ or contract with such Persons as the Trustees may deem desirable for the transaction of the business of the Trust;

(b) enter into joint ventures, partnerships and any other combinations or associations;

(c) elect and remove such officers and appoint and terminate such agents or employees as they consider appropriate, in each case with or without cause, and appoint and terminate any one or more committees which may exercise some or all of the power and authority of the Trustees as the Trustees may determine;

(d) purchase, and pay for out of Trust Property, such insurance as they may deem necessary or appropriate for the conduct of the business of the Trust, including, without limitation, insurance policies insuring the assets of the Trust and payment of distributions and principal on its portfolio investments, and insurance policies insuring Shareholders, any administrator, Trustees, Trustees Emeritus, officers, employees, agents, any Investment Adviser, any Distributor, selected dealers or independent contractors of the Trust against all claims arising by reason of holding any such position or by reason of any action taken or omitted by any such Person in such capacity, whether or not constituting negligence, or whether or not the Trust would have the power to indemnify such Person against such liability;

(e) establish pension, profit-sharing, Share purchase, deferred compensation, and other retirement, incentive and benefit plans for any Trustees, officers, employees or agents of the Trust;

(f) to the extent permitted by law, indemnify any person with whom the Trust has dealings, including any Investment Adviser, administrator, custodian, Distributor, Transfer Agent, shareholder servicing agent and any dealer, to such extent as the Trustees shall determine;

(g) guarantee indebtedness or contractual obligations of others;

(h) determine and change the fiscal year of the Trust or any series thereof and the method by which its accounts shall be kept; and

(i) adopt a seal for the Trust, provided that the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust.

ARTICLE IV

INVESTMENT ADVISER, DISTRIBUTOR, CUSTODIAN

AND TRANSFER AGENT

Section 4.1. Investment Adviser. Subject to applicable requirements of the 1940 Act, the Trustees may in their discretion from time to time enter into

one or more investment advisory or management contracts whereby the other party to each such contract shall undertake to furnish the Trust such management, investment advisory, statistical and research facilities and services, promotional activities, and such other facilities and services, if any, with respect to one or more series of Shares, as the Trustees shall from time to time consider desirable and all upon such terms and conditions as the Trustees may in their discretion determine. Notwithstanding any provision of the Declaration, the Trustees may delegate to the Investment Adviser authority (subject to such general or specific instructions as the Trustees may from time to time adopt) to effect purchases, sales, loans or exchanges of assets of the Trust or any series thereof on behalf of the Trustees or may authorize any officer, employee or Trustee to effect such purchases, sales, loans or exchanges pursuant to recommendations of the Investment Adviser (and all without further action by the Trustees). Any of such purchases, sales, loans or exchanges shall be deemed to have been authorized by all the Trustees. Such services may be provided by one or more Persons.

Section 4.2. Distributor. Subject to applicable requirements of the 1940 Act, the Trustees may in their discretion from time to time enter into one or more exclusive or non-exclusive distribution contracts providing for the sale of Shares of one or more series or classes whereby the Trust may either agree to sell the Shares to the other party to any such contract or appoint any such other party its sales agent for such Shares. In either case, any such contract shall be on such terms and conditions as the Trustees may in their discretion determine, provided that such terms and conditions are not inconsistent with the provisions of the Declaration or the By-Laws; and such contract may also provide for the repurchase or sale of Shares by such other party as principal or as agent of the Trust and may provide that such other party may enter into selected dealer agreements or agency agreements with securities dealers or other Persons to further the purpose of the distribution or repurchase of the Shares. Such services may be provided by one or more Persons.

Section 4.3. Custodian. The Trustees may in their discretion from time to time enter into one or more contracts whereby the other party to each such contract shall undertake to furnish such custody services to the Trust as the Trustees shall from time to time consider desirable and all upon such terms and conditions as the Trustees may in their discretion determine, provided that such terms and conditions are not inconsistent with the provisions of the 1940 Act, the Declaration or the By-Laws. The Trustees may authorize any custodian to employ one or more sub-custodians from time to time to perform such of the services of the custodian as the Trustees shall from time to time consider desirable. Services described in this Section may be provided by one or more Persons.

Section 4.4. Transfer Agent. The Trustees may in their discretion from time to time enter into one or more transfer agency or sub-transfer agency and

shareholder servicing contracts whereby the other party to each such contract shall undertake to furnish such transfer agency and/or shareholder services to the Trust as the Trustees shall from time to time consider desirable and all upon such terms and conditions as the Trustees may in their discretion determine, provided that such terms and conditions are not inconsistent with the provisions of the Declaration or the By-Laws. Such services may be provided by one or more Persons.

Section 4.5. Parties to Contract. Any contract of the character described in any Section of this Article IV may be entered into with any Person, although one or more of the Trustees or officers of the Trust may be an officer, partner, director, trustee, shareholder, or member of such other party to the contract, and no such contract shall be invalidated or rendered voidable by reason of the existence of any such relationship; nor shall any Person holding such relationship be liable merely by reason of such relationship for any loss or expense to the Trust under or by reason of any such contract or accountable for any profit realized directly or indirectly therefrom, provided that the contract when entered into was not inconsistent with the provisions of this Article IV or the By-Laws. The same Person may be the other party to contracts entered into pursuant to Sections 4.1, 4.2, 4.3 and 4.4 above, and any individual may be financially interested or otherwise affiliated with Persons who are parties to any or all of the contracts mentioned in this Section 4.5.

ARTICLE V

LIMITATIONS OF LIABILITY OF SHAREHOLDERS,

TRUSTEES AND OTHERS

Section 5.1. No Personal Liability of Shareholders. No Shareholder or former Shareholder shall be subject to any personal liability whatsoever to any Person in connection with Trust Property or the acts, obligations or affairs of the Trust solely by reason of being or having been a Shareholder. The Trust shall indemnify and hold each Shareholder and former Shareholder harmless from and against all claims and liabilities to which such Shareholder may become subject solely by reason of his or her being or having been a Shareholder (other than taxes payable by virtue of owning Shares), and shall reimburse such Shareholder for all legal and other expenses reasonably incurred by him in connection with any such claim or liability. The rights accruing to a Shareholder or former Shareholder under this Section 5.1 shall not exclude any other right to which such Shareholder may be lawfully entitled, nor shall anything herein contained restrict the right of the Trust to indemnify or reimburse a Shareholder or former Shareholder in any appropriate situation even though not specifically provided herein. The Trust shall, upon request by a Shareholder or former Shareholder, assume the defense of any claim made against such Shareholder for any act or obligation of the Trust and

satisfy any judgment thereon from the assets of the Trust. Notwithstanding any other provision of the Declaration to the contrary, no Trust Property shall be used to indemnify or reimburse any Shareholder or former Shareholder of any Shares of any series other than Trust Property allocated or belonging to such series.

Section 5.2. Limitation of Liability of Trustees and Others. (a) No Trustee, Trustee Emeritus, officer or employee or agent of the Trust shall be subject to any liability whatsoever to any Person in connection with Trust Property or the affairs of the Trust, and no Trustee or Trustee Emeritus shall be responsible or liable in any event for any neglect or wrongdoing of any officer, employee or agent of the Trust or for the act or omission of any other Trustee or Trustee Emeritus. For the sake of clarification and without limiting the foregoing, the appointment, designation or identification of a Trustee as the chairperson of the Board, the lead or assistant lead independent Trustee, a member or chairperson of a committee of the Trustees, an expert on any topic or in any area (including an audit committee financial expert) or any other special appointment, designation or identification given to a Trustee, shall not (a) impose on that person any duty, obligation or liability that is greater than the duties, obligations and liabilities imposed on that person as a Trustee in the absence of the appointment, designation or identification or (b) affect in any way such Trustee's rights or entitlement to indemnification, and no Trustee who has special skills or expertise, or is appointed, designated or identified as aforesaid, shall (x) be held to a higher standard of care by virtue thereof or
(y) be limited with respect to any indemnification to which such Trustee would otherwise be entitled. Notwithstanding anything to the contrary in this Section 5.2(a) or otherwise, nothing in the Declaration shall protect any Trustee, Trustee Emeritus, officer, employee or agent of the Trust against any liability to the Trust or its Shareholders to which he, she or it would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his, her or its office or position with or on behalf of the Trust.

(b) All persons extending credit to, contracting with or having claim against the Trust or any series or class shall look solely to the assets of the Trust or to the assets of that series or class for payment under such credit, contract or claim; and neither any Trustee or Trustee Emeritus, nor any of the Trust's officers, employees or agents, whether past, present or future, shall be personally liable therefor.

Section 5.3. Mandatory Indemnification. (a) Subject to the exceptions and limitations contained in paragraph (b) below:

(i) every person who is or has been a Trustee, Trustee Emeritus or officer of the Trust (hereinafter referred to as a "Covered Person") shall be indemnified by the Trust against all liability and against all expenses

reasonably incurred or paid by him or her in connection with any claim, action, suit or proceeding in which that individual becomes involved as a party or otherwise by virtue of being or having been a Trustee, Trustee Emeritus or officer and against amounts paid or incurred by that individual in the settlement thereof;

(ii) the words "claim," "action," "suit" or "proceeding" shall apply to all claims, actions, suits or proceedings (civil, criminal, administrative or other, including appeals), actual or threatened; and the words "liability" and "expenses" shall include, without limitation, attorneys' fees, costs, judgments, amounts paid in settlement or compromise, fines, penalties and other liabilities.

(b) No indemnification shall be provided hereunder to a Covered Person:

(i) against any liability to the Trust or the Shareholders by reason of a final adjudication by the court or other body before which the proceeding was brought that the Covered Person engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of that individual's office;

(ii) with respect to any matter as to which the Covered Person shall have been finally adjudicated not to have acted in good faith in the reasonable belief that that individual's action was in the best interest of the Trust; or

(iii) in the event of a settlement involving a payment by a Trustee, Trustee Emeritus or officer or other disposition not involving a final adjudication as provided in paragraph (b)(i) or (b)(ii) above resulting in a payment by a Covered Person, unless there has been either a determination that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of that individual's office by the court or other body approving the settlement or other disposition or by a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry) that that individual did not engage in such conduct:

(A) by vote of a majority of the Disinterested Trustees (as defined below) acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter); or

(B) by written opinion of (i) the then-current legal counsel to the Trustees who are not Interested Persons of the Trust or (ii) other legal counsel chosen by a majority of the Disinterested Trustees (or if there are no Disinterested Trustees with respect to the matter in question, by a majority of

the Trustees who are not Interested Persons of the Trust) and determined by them in their reasonable judgment to be independent.

(c) The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such person. Nothing contained herein shall limit the Trust from entering into other insurance arrangements or affect any rights to indemnification to which Trust personnel, including Covered Persons, may be entitled by contract or otherwise under law.

(d) Expenses of preparation and presentation of a defense to any claim, action, suit, or proceeding of the character described in paragraph (a) of this
Section 5.3 shall be advanced by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the Covered Person to repay such amount if it is ultimately determined that the Covered Person is not entitled to indemnification under this Section 5.3, provided that either:

(i) such undertaking is secured by a surety bond or some other appropriate security or the Trust shall be insured against losses arising out of any such advances; or

(ii) a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter) or legal counsel meeting the requirement in Section 5.3(b)(iii)(B) above in a written opinion, shall determine, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Covered Person ultimately will be found entitled to indemnification.

As used in this Section 5.3 a "Disinterested Trustee" is one (i) who is not an "Interested Person" of the Trust (including anyone who has been exempted from being an "Interested Person" by any rule, regulation or order of the Commission), and (ii) against whom none of such actions, suits or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or had been pending.

(e) With respect to any such determination or opinion referred to in clause (b)(iii) above or clause (d)(ii) above, a rebuttable presumption shall be afforded that the Covered Person has not engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office in accordance with pronouncements of the Commission.

Section 5.4. No Bond Required. No Trustee, Trustee Emeritus or officer shall be obligated to give any bond or other security for the performance of any of his or her duties hereunder.

Section 5.5. No Duty of Investigation; Notice in Trust Instruments. No purchaser, lender, shareholder servicing agent, Transfer Agent or other Person dealing with the Trustees or any officer, employee or agent of the Trust shall be bound to make any inquiry concerning the validity of any transaction purporting to be made by the Trustees or by said officer, employee or agent or be liable for the application of money or property paid, loaned, or delivered to or on the order of the Trustees or of said officer, employee or agent. Every obligation, contract, instrument, certificate, Share, other security of the Trust or undertaking, and every other act or thing whatsoever executed in connection with the Trust shall be conclusively presumed to have been executed or done by the executors thereof only in their capacity as Trustees under the Declaration or in their capacity as officers, employees or agents of the Trust. Every written obligation, contract, instrument, certificate, Share, other security of the Trust or undertaking made or issued by the Trustees or officers shall recite that the same is executed or made by them not individually, but as or on behalf of Trustees under the Declaration, and that the obligations of any such instrument are not binding upon any of the Trustees, officers or Shareholders individually, but bind only the Trust estate, and may contain any further recital deemed appropriate, but the omission of such recital shall not operate to bind any of the Trustees, officers or Shareholders individually. The Trustees may maintain insurance for the protection of the Trust Property, Shareholders, Trustees, Trustees Emeritus, officers, employees and agents in such amount as the Trustees shall deem adequate to cover possible tort liability, and such other insurance as the Trustees in their sole judgment shall deem advisable.

Section 5.6. Good Faith Action; Reliance on Experts. The exercise by the Trustees or the officers of the Trust of their powers and discretions hereunder in good faith and with reasonable care under the circumstances then prevailing shall be binding upon everyone interested. The Trustees or the officers of the Trust shall not be liable for errors of judgment or mistakes of fact or law. Each Trustee and officer or employee of the Trust shall, in the performance of his or her duties, be under no liability and fully and completely justified and protected with regard to any act or any failure to act resulting from reliance in good faith upon the books of account or other records of the Trust, upon advice of counsel, or upon reports made to the Trust by any of its officers or employees or by the Investment Adviser, the Distributor, Transfer Agent, custodian, any shareholder servicing agent, selected dealers, accountants, appraisers or other experts or consultants selected with reasonable care by the Trustees, officers or employees of the Trust, regardless of whether such counsel or expert may also be a Trustee.

Section 5.7. Derivative Actions. No Shareholder shall have the right to bring or maintain any court action, proceeding or claim on behalf of the Trust or any series or class thereof without first making demand on the Trustees requesting the Trustees to bring or maintain such action, proceeding or claim. Such demand shall be excused only when the plaintiff makes a specific showing that irreparable injury to the Trust or any series or class thereof would otherwise result, or if a majority of the Board of Trustees, or a majority of any committee established to consider the merits of such action, has a material personal financial interest in the action at issue. A Trustee shall not be deemed to have a personal financial interest in an action or otherwise be disqualified from ruling on a Shareholder demand by virtue of the fact that such Trustee receives remuneration from his or her service on the Board of Trustees of the Trust or on the boards of one or more investment companies with the same or an affiliated investment adviser or underwriter, or the amount of such remuneration.

Such demand shall be mailed to the Secretary or Clerk of the Trust at the Trust's principal office and shall set forth in reasonable detail the nature of the proposed court action, proceeding or claim and the essential facts relied upon by the Shareholder to support the allegations made in the demand. The Trustees shall consider such demand within 45 days of its receipt by the Trust. In their sole discretion, the Trustees may submit the matter to a vote of Shareholders of the Trust or any series or class thereof, as appropriate. Any decision by the Trustees to bring, maintain or settle (or not to bring, maintain or settle) such court action, proceeding or claim, or to submit the matter to a vote of Shareholders, shall be made by the Trustees in their business judgment and shall be binding upon the Shareholders. Any decision by the Trustees to bring or maintain a court action, proceeding or suit on behalf of the Trust or any series or class thereof shall be subject to the right of the Shareholders under Section 6.8 of the Declaration to vote on whether or not such court action, proceeding or suit should or should not be brought or maintained.

ARTICLE VI

SHARES OF BENEFICIAL INTEREST

Section 6.1. Beneficial Interest. The interest of the beneficiaries hereunder may be divided into transferable Shares of Beneficial Interest (without par value), which may be divided into one or more series and classes as provided in Sections 6.9 and 6.10 hereof. The number of Shares authorized hereunder is unlimited. All Shares issued hereunder including, without limitation, Shares issued in connection with a dividend in Shares or a split of Shares, shall be fully paid and non-assessable.

Section 6.2. Rights of Shareholders. The ownership of the Trust Property of every description and the right to conduct any business

hereinbefore described are vested exclusively in the Trustees, and the Shareholders shall have no interest therein other than the beneficial interest conferred by their Shares, and they shall have no right to call for any partition or division of any property, profits, rights or interests of the Trust nor can they be called upon to assume any losses of the Trust or suffer an assessment of any kind by virtue of their ownership of Shares. The Shares shall be personal property giving only the rights specifically set forth in the Declaration. The Shares shall not entitle the holder to preference, preemptive, appraisal, conversion or exchange rights, except as the Trustees may determine with respect to any series or class of Shares. By becoming a Shareholder each Shareholder shall be held expressly to have assented to and agreed to be bound by the provisions of the Declaration.

Section 6.3. Trust Only. It is the intention of the Trustees to create only the relationship of Trustee and beneficiary between the Trustees and each Shareholder from time to time. It is not the intention of the Trustees to create a general partnership, limited partnership, joint stock association, corporation, bailment or any form of legal relationship other than a trust. Nothing in the Declaration shall be construed to make the Shareholders, either by themselves or with the Trustees, partners or members of a joint stock association.

Section 6.4. Issuance of Shares. The Trustees, in their discretion may, from time to time without vote of the Shareholders, issue Shares, in addition to the then issued and outstanding Shares and Shares held in the treasury, to such party or parties and for such amount and type of consideration, including cash or property, at such time or times, and on such terms as the Trustees may deem best, and may in such manner acquire other assets (including the acquisition of assets subject to, and in connection with, the assumption of liabilities) and businesses. In connection with any issuance of Shares, the Trustees may issue fractional Shares. The Trustees may from time to time divide or combine the Shares of any series or class into a greater or lesser number without thereby changing their proportionate beneficial interests in Trust Property allocated or belonging to such series or class. Contributions to the Trust may be accepted for, and Shares shall be redeemed as, whole Shares and/or 1/1,000ths of a Share or integral multiples thereof.

Section 6.5. Register of Shares. A register or registers shall be kept at the principal office of the Trust or at an office of the Transfer Agent which shall contain the names and addresses (which may be addresses for electronic delivery) of the Shareholders and the number of Shares held by them respectively and a record of all transfers thereof. Such register shall be conclusive as to who are the holders of the Shares and who shall be entitled to receive dividends or distributions or otherwise to exercise or enjoy the rights of Shareholders. No Shareholder shall be entitled to receive payment of any dividend or distribution, nor to have notice given to that Shareholder as provided herein or in the By-Laws, until the Shareholder has given his or her

address to the Transfer Agent or such other officer or agent of the Trustees as shall keep the said register for entry thereon. It is not contemplated that certificates will be issued for the Shares; however, the Trustees, in their discretion, may authorize the issuance of Share certificates and promulgate appropriate rules and regulations as to their use.

Section 6.6. Transfer of Shares. Shares shall be transferable on the records of the Trust only by the record holder thereof or by the record holder's agent thereunto authorized in writing, upon delivery to the Trustees or, if there is a Transfer Agent with respect to such Shares, the Transfer Agent of a duly executed instrument of transfer together with any certificate or certificates (if issued) for such Shares and such evidence of the genuineness of each such execution and authorization and of other matters as may reasonably be required. Upon such delivery the transfer shall be recorded on the register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor any Transfer Agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer.

Any Person becoming entitled to any Shares in consequence of the death, bankruptcy, or incompetence of any Shareholder, or otherwise by operation of law, shall be recorded on the register of Shares as the holder of such Shares upon production of the proper evidence thereof to the Trustees or the Transfer Agent; but until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor any Transfer Agent or registrar nor any officer or agent of the Trust shall be affected by any notice of such death, bankruptcy or incompetence, or other operation of law.

Section 6.7. Notices. Any and all notices to which any Shareholder may be entitled and any and all communications shall be deemed duly served or given
(i) if mailed, postage prepaid, addressed to any Shareholder of record at the Shareholder's last known address as recorded on the register of the Trust, (ii) if sent by electronic transmission to the Shareholder of record at the Shareholder's last known address for electronic delivery as recorded on the register of the Trust, (iii) if mailed or sent by electronic delivery to one or more members of the Shareholder's household in accordance with applicable law or regulation, or (iv) if otherwise sent in accordance with applicable law or regulation.

Section 6.8. Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees when that issue is submitted to Shareholders, and for the removal of Trustees as provided in Section 2.2 hereof,
(ii) with respect to any investment advisory or management contract on which a shareholder vote is required by the 1940 Act, (iii) with respect to termination of the Trust or any series or class to the extent and as provided in

Section 9.2 hereof, (iv) with respect to any amendment of the Declaration to the extent and as provided in Section 9.3 hereof, (v) with respect to any merger, consolidation or sale of assets to the extent and as provided in Section 9.4 hereof, (vi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (vii) with respect to such additional matters relating to the Trust as may be required by the Declaration, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any other regulator having jurisdiction over the Trust, or as the Trustees may consider necessary or desirable.

A Shareholder of each series or class shall be entitled to one vote for each dollar of net asset value (number of Shares owned times net asset value per Share) of such series or class, on each matter on which such Shareholder is entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote, except that the Trustees may, in conjunction with the establishment of any series or class of Shares (but subject to applicable law), establish conditions under which the several series or classes shall have separate or no voting rights. Shares held in the treasury of the Trust shall not be voted.

Except when a larger vote is required by applicable law or by any provision of the Declaration or the By-Laws, if any, Shares representing a majority of the voting power of the Shares voted in person or by proxy shall decide any questions and a plurality shall elect a Trustee, provided that where any provision of law or of the Declaration requires that the holders of any series or class shall vote as a series or class, then Shares representing a majority of the voting power of the Shares of that series or class voted on the matter shall decide that matter insofar as that series or class is concerned, and provided further that abstentions and broker non-votes shall not be counted as votes cast but shall be counted as being present for purposes of determining the existence of a quorum.

Shares of all series shall be voted in the aggregate on any matter submitted to a vote of the Shareholders of the Trust except as provided in
Section 6.9(g) hereof. There shall be no cumulative voting in the election of Trustees. Until Shares are issued and during any period when no Shares are outstanding, the Trustees may exercise all rights of Shareholders and may take any action required by law, the Declaration or the By-Laws to be taken by Shareholders. The By-Laws may include further provisions for Shareholder votes and meetings and related matters.

Section 6.9. Series of Shares. Shares of the Trust may be divided into series, the number and relative rights, privileges and preferences of which shall be established and designated by the Trustees, in their discretion, in

accordance with the terms of this Section 6.9. The Trustees may from time to time exercise their power to authorize the division of Shares into one or more series by establishing and designating one or more series of Shares upon and subject to the following provisions:

(a) All Shares shall be identical (subject to such variations between classes of Shares as may be permitted in accordance with the terms of Section 6.10 hereof) except that there may be such variations between different series as are approved by the Trustees and as are consistent with applicable law.

(b) The number of authorized Shares and the number of Shares of each series that may be issued shall be unlimited. The Trustees may classify or reclassify any Shares of any series, including outstanding Shares, unissued Shares and Shares previously issued and reacquired, into one or more series that may be established and designated from time to time. The Trustees may hold as treasury shares (of the same or some other series), reissue for such consideration and on such terms as they may determine, or cancel any Shares of any series reacquired by the Trust at their discretion from time to time.

(c) All consideration received by the Trust for the issue or sale of Shares of a particular series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to that series for all purposes, subject only to the rights of creditors of such series, and shall be so recorded upon the books of account of the Trust. In the event that there are any assets, income, earnings, profits and proceeds thereof, funds, or payments which are not readily identifiable as belonging to any particular series, the Trustees shall allocate them among any one or more of the series established and designated from time to time in such manner and on such basis as they, in their sole discretion, deem fair and equitable. Each such allocation by the Trustees shall be conclusive and binding upon the Shareholders of all series for all purposes. No holder of Shares of any particular series shall have any claim on or right to any assets allocated or belonging to any other series of Shares. No holder of Shares of any particular series shall be entitled to participate in a derivative or class action on behalf of any other series or the Shareholders of any other series.

(d) The assets belonging to each particular series shall be charged with the liabilities of the Trust in respect of that series and all expenses, costs, charges and reserves attributable to that series, and any general liabilities, expenses, costs, charges or reserves of the Trust which are not readily identifiable as belonging to any particular series shall be allocated and charged by the Trustees to and among any one or more of the series established and designated from time to time in such manner and on such basis as the Trustees,

in their sole discretion, deem fair and equitable. Each allocation of liabilities, expenses, costs, charges and reserves by the Trustees shall be conclusive and binding upon the holders of all series for all purposes. The Trustees shall have full discretion, to the extent not inconsistent with the 1940 Act, to determine which items shall be treated as income and which items as capital; and each such determination and allocation shall be conclusive and binding upon the Shareholders. Under no circumstances shall the assets allocated or belonging to any particular series be charged with liabilities attributable to any other series. All Persons who have extended credit which has been allocated to a particular series, or who have a claim or contract which has been allocated to any particular series, shall look only to the assets of that particular series for payment of such credit, claim or contract.

(e) The power of the Trustees to invest and reinvest the Trust Property allocated or belonging to any particular series shall be governed by Section 3.2 hereof unless otherwise provided in the instrument of the Trustees establishing such series.

(f) Each Share of a series shall represent a beneficial interest in the net assets allocated or belonging to such series only, and such interest shall not extend to the assets of the Trust generally. Dividends and distributions on Shares of a particular series may be paid with such frequency as the Trustees may determine, which may be monthly or otherwise, pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the holders of Shares of that series only, from such of the income and capital gains, accrued or realized, from the assets belonging to that series, as the Trustees may determine, after providing for actual and accrued liabilities belonging to that series. Subject to differences among classes, all dividends and distributions on Shares of a particular series shall be distributed pro rata to the holders of that series in proportion to the number and value of Shares of that series held by such holders at the date and time of record established for the payment of such dividends or distributions. Shares of any particular series of the Trust may be redeemed solely out of Trust Property allocated or belonging to that series. Upon liquidation or termination of a series of the Trust, Shareholders of such series shall be entitled to receive a pro rata share of the net assets of such series only.

(g) Notwithstanding any provision hereof to the contrary, on any matter submitted to a vote of the Shareholders of the Trust, all Shares of all series then entitled to vote shall be voted in the aggregate, except that (i) when required by the 1940 Act to be voted by individual series or class, Shares shall not be voted in the aggregate, and (ii) when the Trustees have determined that a matter affects only the interests of Shareholders of particular series or classes of Shares, only Shareholders of such series or classes of Shares, as applicable, shall be entitled to vote thereon.

Section 6.10. Classes of Shares. The Trustees may, in their discretion, authorize the division of Shares of the Trust (or any series of the Trust) into one or more classes, the number and relative rights, privileges and preferences of which shall be established and designated by the Trustees, in their discretion, in accordance with the terms of the 1940 Act. The number of Shares of each class that may be issued is unlimited, and the Trustees may classify or reclassify any shares of any class, including outstanding Shares, into one or more classes that may be established and designated from time to time. All Shares of a class shall be identical with each other and with the Shares of each other class of the Trust or the same series of the Trust (as applicable), except for such variations between classes as may be approved by the Board of Trustees and not prohibited by the 1940 Act.

Section 6.11 Series and Class Designations. The establishment and designation of any series or class of Shares shall be effective (a) upon the execution by a majority of the then Trustees of an instrument setting forth such establishment and designation and the relative rights and preferences of such series or class, (b) upon the vote of a majority of the Trustees as set forth in an instrument executed by an officer of the Trust, or (c) at such other time as the instrument referred to in the foregoing clause (a) or the vote referred to in the foregoing clause (b) may provide. Subject to Section 9.2 hereof, the Trustees may at any time by an instrument executed by a majority of their number abolish any series or class and the establishment and designation thereof. Each instrument referred to in this paragraph shall be an amendment to the Declaration.

The series of Shares existing as of the date hereof are set forth in Appendix A hereto.

The classes of Shares of each series existing as of the date hereof are set forth in Appendix B hereto.

ARTICLE VII

REDEMPTIONS

Section 7.1. Redemptions. All Shares shall be redeemable based on a redemption price determined in accordance with this Section 7.1 and Article VIII of the Declaration. Redeemed Shares may be resold by the Trust. The Trust shall redeem the Shares at the price determined as hereinafter set forth, upon acceptance of the appropriately verified application of the record holder thereof (or upon such other form of request as the Trustees may determine) at such office or agency as may be designated from time to time for that purpose in the Trust's then effective registration statement under the Securities Act of 1933 and the 1940 Act. The Trustees may from time to time specify additional conditions, not inconsistent with the 1940 Act, in the Trust's registration

statement regarding the redemption of Shares. Shares shall be redeemed at the net asset value thereof next determined after acceptance of such request, less any applicable redemption fee or sales charge as permitted under applicable law.

Subject to Section 7.2 hereof, payment for said Shares shall be made to the Shareholder in cash or in property at such time and in such manner not inconsistent with the 1940 Act or other applicable law. Except as expressly determined by the Trustees, Shareholders shall not have the right to have Shares redeemed in-kind.

Section 7.2. Suspension of Right of Redemption. The Trust may declare a suspension of the right of redemption or postpone the date of payment of the redemption proceeds of any series or class as permitted under the 1940 Act. Such suspension shall take effect at such time as the Trust shall specify, and thereafter there shall be no right of redemption or payment of the redemption proceeds until the Trust shall declare the suspension at an end. In the case of a suspension of the right of redemption, a Shareholder may either withdraw the Shareholder's request for redemption or receive payment based on the net asset value existing after the termination of the suspension.

Section 7.3. Redemption of Shares; Disclosure of Holding. The Trustees may, in their discretion, require the Trust to redeem Shares held by any Shareholder for any reason under terms set by the Trustees, including, but not limited to, (i) the determination of the Trustees that direct or indirect ownership of Shares of any series has or may become concentrated in such Shareholder to an extent that would disqualify that series as a regulated investment company under the Internal Revenue Code of 1986, as amended (or any successor statute thereto), (ii) the failure of a Shareholder to supply a tax identification number if required to do so, (iii) the failure of a Shareholder to pay when due for the purchase of Shares issued to that Shareholder, (iv) the value of a Shareholder's Shares being less than a minimum amount established from time to time by the Trustees, (v) failure of a Shareholder to meet or maintain the qualifications for ownership of a particular class of Shares, or
(vi) the determination by the Trustees or pursuant to policies adopted by the Trustees that ownership of Shares by a particular Shareholder is not in the best interests of the remaining Shareholders of the Trust or applicable series or class. The redemption shall be effected at the redemption price and in the manner provided in Section 7.1 hereof.

The holders of Shares or other securities of the Trust shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares or other securities of the Trust as the Trustees deem necessary to comply with the provisions of the Internal Revenue Code of 1986, as amended (or any successor statute), or to comply with the

requirements of any other law or regulation, and such ownership of Shares may be disclosed by the Trustees if so requested by such law or regulation.

ARTICLE VIII

DETERMINATION OF NET ASSET VALUE,

NET INCOME AND DISTRIBUTIONS; REDUCTION IN SHARES

The Trustees, in their absolute discretion, may prescribe and shall set forth in the By-Laws or in a duly adopted vote of the Trustees such bases and times for determining the per Share net asset value of the Shares or net income, or the declaration and payment of dividends and distributions, as they may deem necessary or desirable. With respect to any series that holds itself out as a money market or stable value fund, the Trustees shall have the power to reduce the number of outstanding Shares of the series by reducing the number of Shares in the account of each Shareholder on a pro rata basis, so as to maintain the net asset value per Share of such series at a constant dollar amount.

ARTICLE IX

DURATION; TERMINATION OF TRUST;

AMENDMENT; MERGERS, ETC.

Section 9.1. Duration. The Trust shall continue without limitation of time but subject to the provisions of this Article IX.

Section 9.2. Termination of Trust. (a) The Trust may be terminated at any time (i) by a Majority Shareholder Vote of the holders of its Shares, or
(ii) by the Trustees by written notice to the Shareholders. Any series of the Trust, or any class of any series, may be terminated at any time (i) by a Majority Shareholder Vote of the holders of Shares of that series or class, or
(ii) by the Trustees by written notice to the Shareholders of that series or class. Upon the termination of the Trust or any series of the Trust:

(i) The Trust or series of the Trust shall carry on no business except for the purpose of winding up its affairs;

(ii) The Trustees shall proceed to wind up the affairs of the Trust or series of the Trust and all the powers of the Trustees under the Declaration shall continue until the affairs of the Trust or series of the Trust shall have been wound up, including the power to fulfill or discharge the contracts of the Trust or series of the Trust, collect its assets, sell, convey, assign, exchange, transfer or otherwise dispose of all or any part of the remaining Trust Property or Trust Property of the series to one or more Persons at public or private sale

for consideration which may consist in whole or in part of cash, securities or other property of any kind, discharge or pay its liabilities, and to do all other acts appropriate to liquidate its business; and

(iii) After paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities and refunding agreements as they deem necessary for their protection, the Trustees may distribute the remaining Trust Property or Trust Property of the series, in cash or in kind or partly in cash and partly in kind, among the Shareholders of the Trust or the series according to their respective rights.

The foregoing provisions shall also apply, with appropriate modifications as determined by the Trustees, to the termination of any class.

(b) After termination of the Trust or series or class and distribution to the Shareholders of the Trust or series or class as herein provided, a majority of the Trustees shall execute and lodge among the records of the Trust an instrument in writing setting forth the fact of such termination, and the Trustees shall thereupon be discharged from all further liabilities and duties hereunder with respect to the Trust or series or class, and the rights and interests of all Shareholders of the Trust or series or class shall thereupon cease.

Section 9.3. Amendment Procedure. (a) Except as specifically provided herein, the Trustees may, without any Shareholder vote, amend or otherwise supplement the Declaration by making an amendment, a Declaration of Trust supplemental hereto or an amended and restated Declaration. Without limiting the foregoing power reserved to the Trustees, the Trustees may, without any Shareholder vote, amend the Declaration to designate or redesignate series or classes, to change the name or principal office of the Trust, to supply any omission, to cure, correct or supplement any ambiguous, defective or inconsistent provision hereof, or if they deem it necessary or advisable, to conform the Declaration to the requirements of applicable law, including the 1940 Act and the Internal Revenue Code of 1986, as amended, but the Trustees shall not be liable for failing to do so. Shareholders shall have the right to vote on (i) any amendment that would affect their right to vote granted in
Section 6.8; (ii) any amendment to Section 9.3(a) or (b); (iii) any amendment as may be required by law, or by the Trust's registration statement, to be approved by Shareholders; and (iv) any amendment submitted to them by the Trustees. Any amendment on which Shareholders have the right to vote shall require a Majority Shareholder Vote of the Shareholders of the Trust, or the written consent, without a meeting, of the holders of Shares representing not less than a majority of the voting power of the Shares of the Trust. Notwithstanding the foregoing, if the Trustees shall determine that any amendment required or permitted to be submitted to Shareholders would affect only the interest of Shareholders of particular series or classes of Shares,

then only Shareholders of such series or classes, as applicable, shall be entitled to vote thereon, and no vote of Shareholders of any other series or classes shall be required.

(b) Nothing contained in the Declaration shall permit the amendment of the Declaration to impair the exemption from personal liability of the Shareholders, former Shareholders, Trustees, Trustees Emeritus, officers, employees and agents of the Trust or to permit assessments upon Shareholders or former Shareholders. Notwithstanding anything else herein, any amendment to
Section 5.3 shall not limit the rights to indemnification or insurance provided therein with respect to actions or omissions of persons entitled to indemnification under such Section prior to such amendment.

(c) A certificate signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Shareholders (if applicable) or by the Trustees as aforesaid or a copy of the Declaration, as amended, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust.

(d) Notwithstanding any other provision hereof, until such time as Shares of a particular series or class are first issued the Declaration may be terminated or amended in any respect as to that series or class, and as to any series or class in which Shares are not outstanding, by the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the Trustees.

Section 9.4. Merger, Consolidation and Sale of Assets. Subject to applicable law and except as otherwise provided in Section 9.5 hereof, the Trust or any series or class thereof may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property (or all or substantially all of the Trust Property allocated or belonging to a particular series or class of the Trust) including its good will, upon such terms and conditions and for such consideration when and as authorized (a) at any meeting of Shareholders called for such purpose by a Majority Shareholder Vote of all series of the Trust voting as a single class if the entire Trust is merging, consolidating or disposing of assets, by a Majority Shareholder Vote of the particular series if the entire series is merging, consolidating or disposing of assets, or by a Majority Shareholder Vote of a class if only that class is merging, consolidating or disposing of assets, or (b) by the written consent, without a meeting, of the holders of Shares representing a majority of the voting power of the outstanding Shares of all series of the Trust voting as a single class, or of the particular series or class as described above. Any such merger, consolidation, sale, lease or exchange shall be deemed for all purposes to have been accomplished under and pursuant to the statutes of The Commonwealth of Massachusetts. Such transactions may be effected through share-for-share

exchanges, transfers or sales of assets, in-kind redemptions and purchases, exchange offers, or any other method approved by the Trustees. Nothing contained herein shall be construed as requiring approval of Shareholders for any recapitalization or reclassification of any series or class, for any sale of assets in the ordinary course of the business of the Trust, or for any transaction, whether deemed a merger, consolidation, reorganization or exchange of shares or otherwise, whereby the Trust issues shares of one or more series or classes in connection with the acquisition of assets (including those subject to liabilities) from any other investment company or similar entity.

Section 9.5. Incorporation, Reorganization. The Trustees may, without the vote or consent of Shareholders, cause to be organized or assist in organizing a corporation or corporations under the laws of any jurisdiction, or any other trust (or series or class of a trust), unit investment trust, partnership, limited liability company, association or other organization to acquire all or a portion of the Trust Property (or all or a portion of the Trust Property allocated or belonging to a particular series or class) or to carry on any business in which the Trust shall directly or indirectly have any interest, and to sell, convey and transfer such Trust Property to any such corporation, trust (or series or class of a trust), partnership, limited liability company, association or organization in exchange for the shares or securities thereof or otherwise, and to lend money to, subscribe for the shares or securities of, and enter into any contracts with any such corporation, trust, partnership, association or organization in which the Trust holds or is about to acquire shares or any other interest. The Trustees may also, without the vote or consent of Shareholders, cause a merger or consolidation between the Trust or any successor thereto and any such corporation, trust (or series or class of a trust), partnership, association or other organization if and to the extent permitted by law. The Trustees shall provide written notice to affected Shareholders of each transaction pursuant to this Section 9.5. Such transactions may be effected through share-for-share exchanges, transfers or sales of assets, in-kind redemptions and purchases, exchange offers, or any other method approved by the Trustees.

ARTICLE X

MISCELLANEOUS

Section 10.1. Filing. The Declaration and any subsequent amendment hereto shall be filed in the office of the Secretary of The Commonwealth of Massachusetts and in such other place or places as may be required under the laws of The Commonwealth of Massachusetts and may also be filed or recorded in such other places as the Trustees deem appropriate, provided that the failure to so file shall not invalidate this instrument or any properly authorized amendment hereto. Each amendment so filed shall be accompanied by a certificate signed and acknowledged by an officer or Trustee stating that such action was duly taken in a manner provided herein, and unless such amendment or such certificate sets forth some other time for the effectiveness of such amendment, such amendment shall be effective upon its filing. A restated Declaration, integrating into a single instrument all of the provisions of the Declaration which are then in effect and operative, may be executed from time to time by a majority of the Trustees and shall, upon filing with the Secretary of The Commonwealth of Massachusetts, be conclusive evidence of all amendments contained therein and may thereafter be referred to in lieu of the original Declaration and the various amendments thereto.

Section 10.2. Governing Law. The Declaration is executed by the Trustees and delivered in The Commonwealth of Massachusetts and with reference to the laws thereof, and the rights of all parties and the validity and construction of every provision hereof shall be subject to and construed according to the laws of said Commonwealth. The Trust shall be of the type commonly called a Massachusetts business trust, and without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a trust, and the absence of a specific reference herein to any such power, privilege, or action shall not imply that the Trust may not exercise such power or privilege or take such action.

Section 10.3. Principal Office. The principal office of the Trust is 500 Boylston Street, Boston, Massachusetts. The Trustees, without a vote of Shareholders, may change the principal office of the Trust.

Section 10.4. Counterparts. The Declaration may be simultaneously executed in several counterparts, each of which shall be deemed to be an original, and such counterparts, together, shall constitute one and the same instrument, which shall be sufficiently evidenced by any such original counterpart.

Section 10.5. Reliance by Third Parties. Any certificate executed by an individual who, according to the records of the Trust, appears to be an officer or Trustee hereunder, certifying to: (i) the number or identity of Trustees or

Shareholders, (ii) the due authorization of the execution of any instrument or writing, (iii) the form of any vote passed at a meeting of Trustees or Shareholders, (iv) the fact that the number of Trustees or Shareholders present at any meeting or executing any written instrument satisfies the requirements of the Declaration, (v) the form of any By-Laws adopted by or the identity of any officers elected by the Trustees, or (vi) the existence of any fact or facts which in any manner relates to the affairs of the Trust, shall be conclusive evidence as to the matters so certified in favor of any Person dealing with the Trustees and their successors.

Section 10.6. Provisions in Conflict with Law or Regulations.

(a) The provisions of the Declaration are severable, and if the Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with the 1940 Act, the regulated investment company or other provisions of the Internal Revenue Code of 1986, as amended, or with other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of the Declaration; provided, however, that such determination shall not affect any of the remaining provisions of the Declaration or render invalid or improper any action taken or omitted prior to such determination.

(b) If any provision of the Declaration shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction or any other provision of the Declaration in any jurisdiction.

IN WITNESS WHEREOF, the undersigned have executed this instrument as of the day and year first written above.

JOHN W. BALLEN
John W. Ballen
As Trustee and Not Individually
8 Orchard Road
Southborough MA 01772

LAWRENCE H. COHN
Lawrence H. Cohn
As Trustee and Not Individually
45 Singletree Road
Chestnut Hill MA 02467

WILLIAM R. GUTOW
William R. Gutow
As Trustee and Not Individually
3 Rue Dulac
Dallas TX 75230

J. ATWOOD IVES

J. Atwood Ives
As Trustee and Not Individually
17 West Cedar Street
Boston MA 02108

ABBY M. O'NEILL
Abby M. O'Neill
As Trustee and Not Individually
200 Sunset Road
Oyster Bay NY 11771

KEVIN R. PARKE
Kevin R. Parke
As Trustee and Not Individually
33 Liberty Street
Concord MA 01742

LAWRENCE T. PERERA
Lawrence T. Perera
As Trustee and Not Individually
18 Marlborough Street
Boston MA 02116

WILLIAM J. POORVU
William J. Poorvu
As Trustee and Not Individually
975 Memorial Drive Apt. 710
Cambridge MA 02138

JEFFREY L. SHAMES
Jeffrey L. Shames
As Trustee and Not Individually
38 Lake Avenue
Newton MA 02459

J. DALE SHERRATT

J. Dale Sherratt
As Trustee and Not Individually
86 Farm Road
Sherborn MA 01770

ELAINE R. SMITH
Elaine R. Smith
As Trustee and Not Individually
75 Scotch Pine Road
Weston MA 02493

WARD SMITH
Ward Smith

As Trustee and Not Individually
36080 Shaker Blvd.
Hunting Valley OH 44022

Appendix A

Establishment and

Designation of Series of Shares of

Beneficial Interest (without par value)

The Trustees of the Trust, acting pursuant to the Trust's Declaration, have previously established and designated the series (each, a "Fund") of Shares of Beneficial Interest listed below.

1. The Funds are as follows:

MFS Cash Reserve Fund; MFS Core Growth Fund;
MFS Global Asset Allocation Fund; MFS Global Telecommunications Fund; MFS Japan Equity Fund; MFS Managed Sectors Fund; MFS New Discovery Fund; MFS Research Growth and Income Fund; MFS Research International Fund; MFS Strategic Growth Fund; MFS Technology Fund; and MFS Value Fund.

2. Each Fund shall be authorized to hold cash, invest in securities, instruments and other property and use investment techniques as from time to time described in the Trust's then currently effective registration statement under the Securities Act of 1933 to the extent pertaining to the offering of Shares of the Fund. Each Share of each Fund shall be redeemable as provided in the Declaration. Subject to differences among classes, each Share of each Fund shall be entitled to vote on matters on which Shares of the Fund shall be entitled to vote as provided in Section 6.8 of the Trust's Declaration of Trust, shall represent a pro rata beneficial interest in the assets allocated or belonging to the Fund, and shall be entitled to receive its pro rata share of the net assets of the Fund upon liquidation of the Fund, all as provided in
Section 6.9 of the Declaration of Trust. The proceeds of sales of Shares of each Fund, together with any income and gain thereon, less any diminution or expenses thereof, shall irrevocably belong to the Fund, unless otherwise required by law.

3. Shareholders of each Fund shall vote separately as a class on any matter to the extent required by, and any matter shall have been deemed effectively acted upon with respect to the Fund as provided in, Rule 18f-2, as from time to time in effect, under the 1940 Act or any successor rule, and the Declaration.

4. The assets and liabilities of the Trust shall be allocated among each Fund and any series of the Trust designated in the future as set forth in
Section 6.9 of the Declaration.

5. Subject to the provisions of Section 6.9 and Article IX of the Declaration, the Trustees (including any successor Trustees) shall have the right at any time and from time to time to reallocate assets and expenses or to change the designation of each Fund, or to otherwise change the special and relative rights of each Fund.

6. Any Fund may be terminated by the Trustees at any time by written notice to the Shareholders of the Fund in accordance with Article IX of the Declaration.

Appendix B

Establishment and Designation

of Classes

Pursuant to Section 6.10 of the Declaration, the Trustees have divided the Shares of each series of the Trust to create the classes of Shares, within the meaning of Section 6.10, listed below.

1. The classes of Shares of MFS Cash Reserve Fund are designated "Class A Shares," "Class B Shares," "Class C Shares," "Class 529A Shares," "Class 529B Shares" and "Class 529C Shares."

The classes of Shares of MFS Core Growth Fund, MFS Research Growth and Income Fund and MFS Technology Fund are designated "Class A Shares," "Class B Shares," "Class C Shares," "Class I Shares" and "Class R Shares."

The classes of Shares of MFS Global Asset Allocation Fund, MFS Global Telecommunications Fund, MFS Japan Equity Fund and MFS Managed Sectors Fund are designated "Class A Shares," "Class B Shares," "Class C Shares" and "Class I Shares."

The classes of Shares of MFS New Discovery Fund, MFS Research International Fund and MFS Value Fund are designated "Class A Shares," "Class B Shares," "Class C Shares," "Class I Shares," "Class R Shares," "Class 529A Shares," "Class 529B Shares" and "Class 529C Shares."

The classes of Shares of MFS Strategic Growth Fund are designated "Class A Shares," "Class B Shares," "Class C Shares," "Class I Shares," "Class J Shares," "Class R Shares," "Class 529A Shares," "Class 529B Shares" and "Class 529C Shares."

2. Shares of each class are entitled to all the rights and preferences accorded to Shares under the Declaration. The designation of classes hereby shall not impair the power of the Trustees from time to time to designate additional classes of shares.

3. For Shares of each class, the purchase price, the method of determination of the net asset value, the price, the terms and manner of redemption, any conversion feature, the relative dividend rights of holders thereof, and any other rights, privileges, features or qualifications, shall be established by the Trustees of the Trust in accordance with the Declaration and shall be set forth in the current prospectus and statement of additional information of the Trust or any series thereof relating to the applicable series, as amended from time to time, contained in the Trust's registration statement under the Securities Act of 1933, as amended.

4. Subject to the applicable provisions of the 1940 Act and the Declaration, the Trustees may from time to time modify the preferences, voting powers, rights and privileges of any of the classes designated hereby without any action or consent of Shareholders.

5. A class of Shares of any series of the Trust may be terminated by the Trustees at any time by written notice to the Shareholders of the class in accordance with Article IX of the Declaration.

EXHIBIT NO. 99.1(b)

MFS SERIES TRUST I

CERTIFICATION OF AMENDMENT

TO THE DECLARATION OF TRUST

ESTABLISHMENT AND DESIGNATION

OF CLASSES

Pursuant to Sections 6.10 and 9.3 of the Amended and Restated Declaration of Trust dated August 12, 2003, as amended (the "Declaration"), of MFS Series Trust I, a business trust organized under the laws of The Commonwealth of Massachusetts (the "Trust"), the undersigned Trustees of the Trust, being a majority of the Trustees of the Trust, do hereby divide the shares of MFS Core Growth Fund, MFS New Discovery Fund, MFS Research Growth and Income Fund, MFS Research International Fund, MFS Strategic Growth Fund, MFS Technology Fund and MFS Value Fund, each a series of the Trust, to create an additional class of shares, within the meaning of Section 6.10, as follows:

1. The additional class of Shares is designated "Class R2 Shares";

2. Class R2 Shares shall be entitled to all the rights and preferences accorded to shares under the Declaration;

3. The purchase price of Class R2 Shares, the method of determination of the net asset value of Class R2 Shares, the price, terms and manner of redemption of Class R2 Shares, and relative dividend rights of holders of Class R2 Shares shall be established by the Trustees of the Trust in accordance with the Declaration and shall be set forth in the current prospectus and statement of additional information of the Trust or any series thereof, as amended from time to time, contained in the Trust's registration statement under the Securities Act of 1933, as amended;

4. All shares shall vote together as a single class except that shares of a class may vote separately on matters affecting only that class and shares of a class not affected by a matter will not vote on that matter; and

5. A class of shares of any series of the Trust may be terminated by the Trustees by written notice to the Shareholders of the class.

CORRECTION OF DEFECTS

Pursuant to Section 9.3 of the Amended and Restated Declaration of Trust dated August 12, 2003, as amended (the "Declaration"), of MFS Series Trust I, the following defects are corrected:

1. On April 18, 2002, a Certificate of Amendment to the Declaration was filed with the Secretary of the Commonwealth Corporations Division which divided the shares of MFS Value Fund, MFS New Discovery Fund, MFS Cash Reserve Fund, MFS Strategic Growth Fund and MFS Research International Fund, each a series of the Trust, to create "Class 529A Shares, Class 529B Shares and Class 529C Shares."

2. The reference to Section 6.9 in this filing was a typographical error.

3. This typographical error is hereby corrected to replace the reference to "Section 6.9" with a reference to "Sections 6.10 and 9.3."

4. On October 17, 2002, a Certificate of Amendment to the Declaration was filed with the Secretary of the Commonwealth Corporations Division which divided the shares of MFS Core Growth Fund, MFS New Discovery Fund, MFS Research Growth and Income Fund, MFS Research International Fund, MFS Strategic Growth Fund, MFS Technology Fund and MFS Value Fund, each a series of the Trust, to create "Class R Shares."

5. The reference to Section 6.9 in this filing was a typographical error.

6. This typographical error is hereby corrected to replace the reference to "Section 6.9" with a reference to "Sections 6.10 and 9.3."

REDESIGNATION OF SERIES

Pursuant to Sections 6.10 and 9.3 of the Amended and Restated Declaration of Trust dated August 12, 2003, as amended (the "Declaration"), of MFS Series Trust I (the "Trust"), the Trustees of the Trust hereby redesignate all existing Class R Shares (as defined in the Declaration) as follows:

1. The shares previously designated as Class R shares shall be redesignated as Class R1 shares.

IN WITNESS WHEREOF, a majority of the Trustees of the Trust have executed this amendment, in one or more counterparts, all constituting a single instrument, as an instrument under seal in The Commonwealth of Massachusetts, as of this 15th day of August, 2003 and further certify, as provided by the provisions of Section 9.3(c) of the Declaration, that this amendment was duly adopted by the undersigned in accordance with Section 9.3(a) of the Declaration.

JOHN W. BALLEN
John W. Ballen
8 Orchard Road
Southborough MA 01772

LAWRENCE H. COHN
Lawrence H. Cohn
45 Singletree Road
Chestnut Hill MA 02467

WILLIAM R. GUTOW
William R. Gutow
3 Rue Dulac
Dallas TX 75230

J. ATWOOD IVES

J. Atwood Ives
17 West Cedar Street
Boston MA 02108

Abby M. O'Neill
200 Sunset Road
Oyster Bay NY 11771

KEVIN R. PARKE
Kevin R. Parke
33 Liberty Street
Concord MA 01742

LAWRENCE T. PERERA
Lawrence T. Perera
18 Marlborough Street
Boston MA 02116

WILLIAM J. POORVU
William J. Poorvu
975 Memorial Drive Apt. 710
Cambridge MA 02138

JEFFREY L. SHAMES
Jeffrey L. Shames
38 Lake Avenue
Newton MA 02459

J. DALE SHERRATT

J. Dale Sherratt
86 Farm Road
Sherborn MA 01770

ELAINE R. SMITH
Elaine R. Smith
75 Scotch Pine Road
Weston MA 02493

WARD SMITH
Ward Smith
36080 Shaker Blvd.
Hunting Valley OH 44022

EXHIBIT NO. 99.7(c)

As of: 16 July 2003

Exhibit A to Custodian Contract

--------------------------------------------- ------------------------- -------------------------


          Name of Trust/Portfolio              State Street Portfolio       Chase Portfolio

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I.   MFS Family of Funds

     MFS Series Trust I:

     Managed Sectors Fund (MMS)                                                 X
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     Cash Reserve Fund (MCF)                            X
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     Global Asset Allocation Fund (MAA)                                         X
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     Strategic Growth Fund (AGF)                        X
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     Research Gr. and Inc. Fund (RGI)                   X>
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     Value Fund (EIF)                                   X
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     Core Growth Fund (CGF)                             X
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     New Discovery Fund (NDF)                           X
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     Technology Fund (SCT)                              X
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     Research International Fund (RIF)                  X
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     Global Telecommunications (GTF)                    X
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     Japan Equity (MJE)                                 X
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     MFS Series Trust II:

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     Emerging Growth Fund (MEG)                                                   X
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     Large Cap Growth Fund (MCG)                                                  X
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     MFS Series Trust III:

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     High Income Fund (MFH)                                                       X
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     High Yield Opportunities Fund (HYO)                X
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-------------------------------------------------------------------------------------------------
     Municipal High Income Fund (MMH)                   N/A                       N/A
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-------------------------------------------------------------------------------------------------

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     MFS Series Trust IV:

-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
     Money Market Fund (MMM)                            X
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-------------------------------------------------------------------------------------------------
     Gov't. Money Mkt. Fund (MMG)                       X

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     Municipal Bond Fund (MMB)                          N/A                       N/A
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     Mid Cap Growth Fund (OTC)                                                    X
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     MFS Series Trust V:

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     Total Return Fund (MTR)                                                      X
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     Research Fund (MFR)                                                          X
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     International New Discovery Fund (MIO)             X
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     International Strategic Growth Fund                X
(MGR)

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     International Strategic Value Fund                 X
(MIV)

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     MFS Series Trust VI:

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     Global Total Return Fund (MWT)                                               X
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     Utilities Fund (MMU)                                                         X
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     Global Equity Fund (MWE)                                                     X
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     MFS Series Trust VII:

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       Capital Opportunities Fund (MVF)                                           X
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     MFS Series Trust VIII:

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       Strategic Income Fund (MSI)                                                X
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       Global Growth Fund (WGF)                         X
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       MFS Tax Managed Equity Fund (TME)                X
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     MFS Series Trust IX:

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     Bond Fund (MFB)                                                              X
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     Emerging Opportunities Fund (MCV)                  X
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     Inflation-Adjusted Bond Fund (IAB)                 X
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     Intermediate Inv. Grade Bond Fund                  X
(IBF)

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     Large Cap Value Fund (MLV)                         X
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     Limited Maturity Fund (MLM)                                                  X
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     Municipal Ltd. Maturity Fund (MML)                 N/A                       N/A
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     Research Bond Fund (RBF)                           X
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     Research Bond Fund J  (RBJ)                        X
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     MFS Series Trust X:

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     Aggressive Growth Allocation Fund (AGG)            X
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     Conservative Allocation Fund (CON)                 X
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     Emerging Markets. Debt Fund (EMD)                  X
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     Emerging Markets Equity Fund (FEM)                 X
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     European Equity Fund (MEQ)                         X
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     Fundamental Growth Fund (FDG)                      X
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     Gemini U.K. Fund (GKF)                             X
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     Global Value Fund (GOF)                                                      X
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     Government Mortgage Fund (MGM)                     N/A                       N/A
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     Growth Allocation Fund (GRO)                       X
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     International Core Equity Fund(ICF)                X
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     International. Growth Fund (FGF)                   X

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     International Equity Fund (IAF)                    X
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     International Value Fund (FGI)                     X
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     Moderate Allocation Fund (MOD)                     X
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     New Endeavor Fund (NEF)                            X
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     Strategic Value Fund (SVF)                         X
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     MFS Series Trust XI:

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     Mid Cap Value Fund (MDF)                           X
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     Union Standard Equity Fund (UNE)                   X
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     Vertex International Fund (VXI)                    X
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     MFS Municipal Series Trust:

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     AL Municipal Bond Fund (MAL)                       N/A                       N/A
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     AR Municipal Bond Fund (MAR)                       N/A                       N/A
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     CA Municipal Bond Fund (MCA)                       N/A                       N/A
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     FL Municipal Bond Fund (MFL)                       N/A                       N/A
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     GA Municipal Bond Fund (MGA)                       N/A                       N/A
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     MD Municipal Bond Fund (MMD)                       N/A                       N/A
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     MA Municipal Bond Fund (MMA)                       N/A                       N/A
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     MS Municipal Bond Fund (MMP)                       N/A                       N/A
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     NY Municipal Bond Fund (MNY)                       N/A                       N/A
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     NC Municipal Bond Fund (MNC)                       N/A                       N/A
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     PA Municipal Bond Fund (MPA)                       N/A                       N/A
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     SC Municipal Bond Fund (MSC)                       N/A                       N/A
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     TN Municipal Bond Fund (MTN)                       N/A                       N/A
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     VA Municipal Bond Fund (MVA)                       N/A                       N/A
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     WV Municipal Bond Fund (MWV)                       N/A                       N/A
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     Municipal Income Fund (MMI)                        N/A                       N/A
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     Stand-Alone Funds:

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     Government Limited Maturity Fund (MGL)             N/A                       N/A
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       Government Securities Fund (MGS)                 N/A                       N/A
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     Growth Opportunities Fund (MGO)                                              X
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     MA Investors Growth Stock Fund (MIG)                                         X
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     MA Investors Trust (MIT)                           X
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II.  MFS Closed-End Funds

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     Charter Income Trust (MCR)                         X
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     Government. Markets. Income Trust (MGF)            X

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     Intermediate Income Trust (MIN)                    X
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     Multimarket Income Trust (MMT)                                               X
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     Municipal Income Trust (MFM)                       N/A                       N/A
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     Special Value Trust (MFV)                                                    X
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III. MFS Institutional Funds

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     MFS Institutional Trust (MFSIT):

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     Inst. Core Equity Fund (ICE)                        X

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     Inst. Emerging Equities Fund (MEE)                  X

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     Inst. High Yield Fund (IHY)                         X

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     Inst. International Equity Fund (IIE)               X

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     Inst. Large Cap Growth. Fund (ILC)                  X

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     Inst. Large Cap Value Fund (ILV)                    X

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     Inst. Mid Cap Growth Fund (IMC)                     X

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     Inst. Research Fund (IRF)                           X

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     Inst. Int'l Research Equity Fund (IRE)              X

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     Inst. Real Estate Investment Fund (IRT)             X

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     MFS Variable Insurance Trust (MVI):

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     Emerging Growth Series (VEG)                                                 X
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     Capital Opportunities Series (VVS)                                           X
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     Research Series (VFR)                                                        X
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     Investors Trust Series (VGI)                                                 X
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     Total Return Series (VTR)                                                    X
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     Utilities Series (VUF)                                                       X
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     High Income Series (VHI)                                                     X
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     Global Governments Series (VWG) (nka                                         X
     MFS Strategic Income Series
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     Bond Series (VFB)                                                            X
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     Money Market Series (VMM)                          X
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     New Discovery Series (VND)                         X
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     Investors Growth Stock Series (VGS)                X
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     Global Equity Series (VGE)                         X
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     Mid Cap Growth Series (VMG)                        X
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     Value Series (VLU)                                                           X
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IV.  MFS/Sun Life Series Trust

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     Bond Series (BDS)                                  X
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     Capital Appreciation Series (CAS)                                            X
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     Capital Opportunity Series (VAL)                   X
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     Emerging Growth Series (EGS)                                                 X
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     Emerging Markets Equity Series (FCE)               X
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     Global Asset Allocation Series (AAS)                                         X
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     Global Governments Series (WGS)                                              X
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     Global Growth Series (WGO)                         X
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     Global Telecommunications Series (GLS)                                       X
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     Global Total Return Series (WTS)                                             X
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     Government. Securities Series (GSS)                N/A                       N/A

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     High Yield Series (HYS)                                                      X
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     International. Growth Series (FCI)                 X

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     International Value Series (FCG)                   X
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     Managed Sectors Series (MSS)                                                 X
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     Mass. Inv. Growth Stock Series (MIS)               X

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     Mass. Investors Trust Series (CGS)                 X

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     Mid Cap Growth Series (MCS)                                                  X
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     Mid Cap Value Series (MVS)                         X
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     Money Market Series (MKS)                          X
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     New Discovery Series (NWD)                         X
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     Res. Gr. and Inc. Series (RGS)                     X

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     Research International Series (RSS)                X
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     Research Series (RES)                                                        X
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     Strategic Growth Series (SGS)                      X
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     Strategic Income Series (SIS)                      X
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     Strategic Value Series (SVS)                       X
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     Technology Series (TKS)                            X
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     Total Return Series (TRS)                                                    X
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     Utilities Series (UTS)                                                       X
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     Value Series (EIS)                                 X
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V.   Compass Products

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     Cap. Appreciation Var. Acct. (CAVA)                X

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     Gov't. Securities Var. Acct. (GSVA)               N/A                        N/A

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     Global Gov'ts. Var. Acct. (WGVA)                                             X
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     High Yield Variable Acct. (HYVA)                                             X
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     Managed Sectors Var. Acct. (MSVA)                                            X
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     Money Mkt. Variable Acct.(MMVA)                    X
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     Total Return Variable Acct. (TRVA)                                           X
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MFS Funds Listed in this Exhibit A                            State Street Bank and Trust Company

By:                                                           By:
   -----------------------------------------                     -----------------------------------------
       Name: James R. Bordewick, Jr.                              Name:
       Title:  Assistant Secretary and Assistant Clerk            Title:

                                                              JPMorgan Chase Investor Services Co.

                                                              By:
                                                                 -----------------------------------------
                                                                  Name:
                                                                  Title:

EXHIBIT NO. 99.7(d)

AMENDMENT NO. 2 TO CUSTODIAN AGREEMENT

This Amendment No. 2 ("Amendment") to the Custodian Agreement is made as of May 2, 2003 by and among each of the business trusts listed on Schedule A hereto (each, a "Trust"), State Street Bank and Trust Company (the "Custodian") and MFS Service Center, Inc., a Delaware corporation (the "Transfer Agent"). Capitalized terms used in this Amendment without definition shall have the respective meanings given to such terms in the Custodian Agreement referred to below.

WHEREAS, each Trust and the Custodian entered into a Custodian Agreement dated as of July 2, 2001 (as amended and in effect from time to time, the "Agreement"); and

WHEREAS, certain Portfolios of the Trusts (the "Master/Fund of Fund Portfolios") will primarily invest in shares of one or more other Portfolios listed on Exhibit A of the Agreement, pursuant to applicable exemptions from the provisions of Section 12(d) of the 1940 Act;

WHEREAS, the Master/Fund of Fund Portfolios desire to use the Transfer Agent as the functional equivalent of a securities depositary for their investments in such other Portfolios, and to have their interest in those other Portfolios' shares recorded by book entry on the Transfer Agent's records;

WHEREAS, the staff of the SEC, through a series of no-action letters, has established conditions under which the Master/Fund of Fund Portfolios' interest in those other Portfolios' shares may be maintained on the Transfer Agent's books, as set forth in Addendum 1 hereto; and

WHEREAS, the parties hereto desire to amend the Agreement to accommodate these arrangements and any similar arrangements entered into in the future by the Portfolios;

NOW THEREFORE, in consideration of the foregoing and the mutual covenants agreements hereinafter contained, the parties hereby agree to amend the Agreement, pursuant to the terms thereof, as follows:

1. Section 2. Employment of Custodian and Property to be Held by It.

Section 2 of the Agreement is hereby amended by adding the following sentence to the end of the first paragraph:

"With respect to uncertificated shares (the "Underlying Shares") of registered investment companies, the maintenance of Custodian records that identify the Underlying Shares as being recorded in the Custodian's

name on behalf of the Portfolios will be deemed custody for purposes hereof."

2. Section 3. Duties of the Custodian with Respect to Property of the Trusts held by the Custodian in the United States.

Section 3 of the Agreement is hereby amended by adding the following provision:

"Section 3.9A Deposit of Fund Assets with the Transfer Agent. Underlying Shares of another Portfolio ("Underlying Portfolio Shares") may be deposited and/or maintained in an account or accounts maintained with the Transfer Agent. The Transfer Agent shall be deemed to be acting as if it is a "securities depository" for purposes of Rule 17f-4 under the 1940 Act. The Trust hereby directs the Custodian to deposit and/or maintain such securities with the Transfer Agent, subject to the following provisions:

1) The Custodian shall keep Underlying Portfolio Shares owned by a Portfolio with the Transfer Agent provided that such securities are maintained in a separate account or accounts on the books and records of the Transfer Agent in the name of the Custodian as custodian for the Portfolio.

2) The records of the Custodian with respect to the Underlying Portfolio Shares which are maintained with the Transfer Agent shall identify by book-entry those Underlying Portfolio Shares belonging to a Portfolio.

3) The Custodian shall pay for Underlying Portfolio Shares purchased for the account of a Portfolio upon (i) a determination by the Custodian that such Underlying Portfolio Shares have been purchased and will be transferred to the account of the Custodian, on behalf of the Portfolio, on the books and records of the Transfer Agent, and (ii) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of the Portfolio. The Trust acknowledges that the Custodian will only pay for Underlying Portfolio Shares under this Section on the basis of standing or periodic Proper Instructions. The Custodian shall receive confirmation from the Transfer Agent of the purchase of such securities and the transfer of such securities to the Custodian's account with the Transfer Agent only after such payment is made. The Custodian shall transfer Underlying Portfolio Shares redeemed for the account of a Portfolio (i) upon a determination by the Custodian that such securities have been redeemed and that payment for such

securities will be transferred to the Custodian, and (ii) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of the Portfolio. The Custodian will receive confirmation from the Transfer Agent of the redemption of such securities and payment therefore only after such securities are redeemed. Copies of all trade summary sheets from the Custodian reflecting purchases and sales of Underlying Portfolio Shares for the account of a Portfolio shall identify the Portfolio, be maintained for the Portfolio by the Custodian, and shall be provided upon request to the Trust on behalf of the Portfolio, together with any daily or other periodic transaction sheets reflecting each day's transactions for a Portfolio as reflected on the books and records of the Transfer Agent. The Custodian shall deliver to the Trust such reports on its system of internal accounting controls as the Trust may from time to time request.

4) The Custodian shall not be liable to the Trust or any Portfolio for any loss or damage to the Trust or any Portfolio resulting from maintenance of Underlying Portfolio Shares with the Transfer Agent except for losses resulting directly from the negligence, misfeasance or misconduct of the Custodian or any of its agents or of any of its or their employees.

5) The Trust, on behalf of the Portfolio, the Transfer Agent and the Custodian shall comply with the applicable conditions set forth in Addendum 1 hereto, so long as those conditions are required to be complied with by the SEC or the staff of the SEC."

3. Continuing Agreement.

Except as expressly amended by the Amendment No. 2 to Custodian Agreement, the provisions of the Agreement shall remain in full force and effect.

4. Addition of Portfolios to Schedule A

Schedule A of this Amendment listing the Master/Fund of Fund Portfolios may be amended from time to time in the manner provided in section 15(a) of the Agreement.

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment No. 2 to Custodian Agreement to be executed in its name and behalf by its duly authorized representative(s) as of the date first written above.

EACH OF THE ENTITIES SET FORTH ON SCHEDULE A TO THE AMENDMENT

By:        JAMES R. BORDEWICK, JR.
           ---------------------------------
Name:      James R. Bordewick, Jr.
           ---------------------------------------------------
Title:     Assistant Secretary and Assistant Clerk
           ---------------------------------------

STATE STREET BANK AND TRUST COMPANY

By:        ____________________________
Name:      ____________________________
Title:     ____________________________

MFS SERVICE CENTER, INC.

By:        JANET A. CLIFFORD
           ---------------------------------
Name:      Janet A. Clifford
           ------------------------------------------
Title:     President
           ------------------------------------------

Schedule A to Amendment

MFS Series Trust IX, on behalf of its series:

MFS Research Bond Fund J

MFS Series Trust X, on behalf of its series:

MFS Conservative Allocation Fund
MFS Moderate Allocation Fund
MFS Growth Allocation Fund
MFS Aggressive Growth Allocation Fund

Addendum 1

Conditions Required by Staff of SEC

Portfolio Conditions

1. The Portfolio must maintain a system that is reasonably designed to prevent unauthorized officers' instructions and which will provide, at least, for the form, content, and means of giving, recording and reviewing the instructions.

2. The Board of Trustees overseeing the Portfolio must approve the arrangement with the Transfer Agent and review it as appropriate.

3. The number of persons authorized to transmit instructions by or on behalf of the Portfolio to the Transfer Agent must be limited (e.g., to 5).

4. Persons transmitting instructions by or on behalf of the Portfolio to the Transfer Agent must use passwords to insure that they are properly authorized.

5. Internal accounting controls by or on behalf of the Portfolio must be employed that subject all transaction sheets reflecting purchase, redemption or exchange activity by the Portfolio and maintained by the Transfer Agent to daily proof against the Portfolio's transaction authorizations.

6. The Portfolio's independent accountants must perform at least three verifications of the Portfolio's investments, at least two of which must be performed without prior notice to the Portfolio.

Transfer Agent Conditions

7. The Transfer Agent must transmit daily transaction sheets reflecting purchase, redemption or exchange activity by the Portfolio to someone at the Portfolio or someone acting on the Portfolio's behalf who is not the same person who transmitted the instruction to the Transfer Agent.

8. The Transfer Agent must maintain segregated accounts representing any assets held for the Custodian.

Custodian Conditions

9. The Custodian must maintain the Portfolio's securities (i.e., investment in Underlying Shares) directly with the Transfer Agent in a separate account in its name.

10. The Custodian must send to the Portfolio or someone acting on behalf of the Portfolio copies of all transaction sheets reflecting purchase, redemption or exchange activity by the Portfolio received from the Transfer Agent of any transfer to or from the account of the Portfolio.

11. The Custodian must send to the Portfolio or someone acting on behalf of the Portfolio reports regarding the Custodian's system of internal accounting control as the Portfolio or someone acting on behalf of the Portfolio may reasonably request from time to time.

EXHIBIT NO. 99.8(b)

MFS SERIES TRUST I
500 Boylston Street o Boston o Massachusetts 02116

As of April 1, 2003

MFS Service Center, Inc.
500 Boylston Street
Boston, MA 02116

Dear Sir/Madam:

This will confirm our understanding that Exhibit B to the Shareholder Servicing Agent Agreement between us, dated September 10, 1986, as amended, is hereby amended, effective immediately, to read in its entirety as set forth on Attachment 1 hereto.

Please indicate your acceptance of the foregoing by signing below.

Sincerely,

MFS SERIES TRUST I

By: RICHARD M. HISEY

Richard M. Hisey Treasurer

Accepted and Agreed:

MFS SERVICE CENTER, INC.

By: ROBERT J. WHELAN Robert J. Whelan
Treasurer

ATTACHMENT 1

As of April 1, 2003

EXHIBIT B TO THE SHAREHOLDER

SERVICING AGENT AGREEMENT BETWEEN

MFS SERVICE CENTER, INC. ("MFSC")

AND MFS SERIES TRUST I (the "Fund")

The fees to be paid by the Fund on behalf of its series with respect to all shares of each series of the Fund to MFSC, for MFSC's services as shareholder servicing agent, shall be 0.11% of the average daily net assets of the Fund, subject to applicable performance-related adjustments.

EXHIBIT NO. 99.9(b)

LEGAL OPINION CONSENT

I consent to the incorporation by reference in this Post-Effective Amendment No. 42 to the Registration Statement (File Nos. 33-7638 and 811-4777) (the "Registration Statement") of MFS(R) Series Trust I (the "Trust"), of my opinion dated May 30, 2000, appearing in Post-Effective Amendment No. 36 to the Trust's Registration Statement, which was filed with the Securities and Exchange Commission on May 31, 2000.

JAMES R. BORDEWICK, JR.

James R. Bordewick, Jr.

Assistant Clerk and Assistant Secretary

Boston, Massachusetts
October 27, 2003

EXHIBIT NO. 99.10 (c)

INDEPENDENT AUDITORS' CONSENT

We consent to the references made to our firm under the captions "Financial Highlights" in the Prospectuses and "Independent Auditors and Financial Statements" in the Statements of Additional Information of MFS Core Growth Fund, MFS New Discovery Fund, MFS Research Growth and Income Fund, MFS Research International Fund, MFS Strategic Growth Fund, MFS Technology Fund and MFS Value Fund, each a series of MFS Series Trust I, each of which is incorporated by reference in this Post-Effective Amendment No. 42 to Registration No. 33-7638 on Form N-1A. We also consent to the incorporation by reference, in such Statements of Additional Information, of our reports dated October 10, 2003, on the financial statements and financial highlights of MFS Core Growth Fund, MFS New Discovery Fund, MFS Research Growth and Income Fund, MFS Research International Fund, MFS Strategic Growth Fund, MFS Technology Fund and MFS Value Fund, each a series of MFS Series Trust I, included in each fund's 2003 Annual Report to Shareholders.

ERNST & YOUNG LLP
Ernst & Young LLP

Boston, Massachusetts
October 27, 2003

EXHIBIT NO. 99.13

MFS FUNDS

AMENDED AND RESTATED MASTER DISTRIBUTION PLAN PURSUANT TO RULE 12b-1 UNDER THE

INVESTMENT COMPANY ACT OF 1940

Effective January 1, 1997,

Amended and Restated effective August 15, 2003

This Distribution Plan (the "Plan") has been adopted by each of the registered investment companies identified from time to time on Exhibit A hereto (the "Trust" or "Trusts"), severally and not jointly, pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act"), and sets forth the material aspects of the financing of the distribution of the classes of shares representing interests in the same portfolio issued by the Trusts.

WITNESSETH:

WHEREAS, each Trust is engaged in business as an open-end management investment company and is registered under the 1940 Act, some consisting of multiple investment portfolios or series, each of which has separate investment objectives and policies and segregated assets (the "Fund" or "Funds"); and

WHEREAS, each Fund intends to distribute its Shares of Beneficial Interest (without par value) ("Shares") in accordance with Rule 12b-1 under the 1940 Act, and desires to adopt this Distribution Plan as a plan of distribution pursuant to such Rule; and

WHEREAS, each Fund presently offers multiple classes of Shares, some Funds presently offering only certain classes of Shares to investors;

WHEREAS, each Trust has entered into a distribution agreement (the "Distribution Agreement") in a form approved by the Board of Trustees of each Trust (the "Board of Trustees") in the manner specified in Rule 12b-1, with MFS Fund Distributors, Inc., a Delaware corporation, as distributor (the "Distributor"), whereby the Distributor provides facilities and personnel and renders services to each Fund in connection with the offering and distribution of Shares; and

WHEREAS, each Trust recognizes and agrees that the Distributor may retain the services of firms or individuals to act as dealers (the "Dealers") of the Shares in connection with the offering of Shares; and

WHEREAS, the Distribution Agreement provides that: (a) a sales charge may be paid by investors who purchase certain classes of Shares and that the Distributor and Dealers will receive such sales charge as partial compensation for their services in connection with the sale of these classes of Shares, and
(b) the Distributor may (but is not required to) impose certain deferred sales charges in connection with the repurchase of Shares and the Distributor may retain or receive from a fund, as the case may be, all such deferred sales charges; and

WHEREAS, the Board of Trustees of each Trust, in considering whether each Fund should adopt and implement this Plan, has evaluated such information as it deemed necessary to an informed determination as to whether this Plan should be adopted and implemented and has considered such pertinent factors as it deemed necessary to form the basis for a decision to use assets of a Fund for such purposes, and has determined that there is a reasonable likelihood that the adoption and implementation of this Plan will benefit the Fund and its shareholders; and

NOW THEREFORE, the Board of Trustees of each Trust hereby adopts this Plan for each Fund as a plan of distribution in accordance with Rule 12b-1, relating to the classes of Shares each Fund from time to time offers, on the following terms and conditions:

1. SERVICES PROVIDED AND EXPENSES BORNE BY DISTRIBUTOR.

1.1. As specified in the Distribution Agreement, the Distributor shall provide facilities, personnel and a program with respect to the offering and sale of Shares. Among other things, the Distributor shall be responsible for any commissions payable to Dealers (including any ongoing maintenance commissions), all expenses of printing (excluding typesetting) and distributing prospectuses to prospective shareholders and providing such other related services as are reasonably necessary in connection therewith.

1.2. The Distributor shall bear all distribution-related expenses to the extent specified in the Distribution Agreement in providing the services described in Section 1.1, including, without limitation, the compensation of personnel necessary to provide such services and all costs of travel, office expenses (including rent and overhead), equipment, printing, delivery and mailing costs.

2. DISTRIBUTION FEES AND SERVICE FEES.

2.1 Distribution and Service Fees Common to Each Class of Shares.

2.1.1. Service Fees. As partial consideration for the personal services and/or account maintenance services performed by each Dealer in the performance of its obligations under its dealer agreement with the Distributor, each Fund shall pay each Dealer a service fee periodically at a rate not to exceed 0.25% per annum of the portion of the average daily net assets of the Fund that is represented by the Class of Shares that are owned by investors for whom such Dealer is the holder or dealer of record. That portion of the Fund's average daily net assets on which the fees payable under this Section 2.1.1. hereof are calculated may be subject to certain minimum amount requirements as may be determined, and additional or different dealer qualification standards that may be established, from time to time, by the Distributor. The Distributor shall be entitled to be paid any fees payable under this Section 2.1.1. hereof with respect to Shares for which no Dealer of record exists or qualification standards have not been met as partial consideration for personal services and/or account maintenance services provided by the Distributor to those Shares. The service fee payable pursuant to this Section 2.1.1. may from time to time be paid by a Fund to the Distributor and the Distributor will then pay these fees to Dealers on behalf of the Fund or retain them in accordance with this paragraph.

2.1.2. Distribution Fees. As partial consideration for the services performed as specified in the Distribution Agreement and expenses incurred in the performance of its obligations under the Distribution Agreement, a Fund shall pay the Distributor a distribution fee periodically at a rate based on the average daily net assets of a Fund attributable to the designated Class of Shares. The amount of the distribution fee paid by the Fund differs with respect to each Class of Shares, as does the use by the Distributor of such distribution fees.

2.2. Distribution Fees Relating to Class A and Class 529A Shares

2.2.1. It is understood that the Distributor may impose certain deferred sales charges in connection with the repurchase of Class A and Class 529A Shares by a Fund and the Distributor may retain (or receive from the Fund, as the case may be) all such deferred sales charges. Each Fund listed on Exhibit B hereto shall pay the Distributor a distribution fee periodically at a rate of 0.10% per annum of average daily net assets of the Fund attributable to Class A Shares. Each Fund listed on Exhibit C hereto shall pay the Distributor a distribution fee periodically at a rate not to exceed 0.25% per annum of average daily net assets of the Fund

attributable to Class A Shares and Class 529A Shares, as noted on Exhibit C.

2.2.2. The aggregate amount of fees and expenses paid pursuant to Sections 2.1. and 2.2. hereof shall not exceed 0.35% per annum of the average daily net assets attributable to Class A Shares of each Fund listed on Exhibit B hereto and 0.50% per annum of the average daily net assets attributable to Class A Shares and Class 529A Shares of each Fund listed on Exhibit C, hereto, respectively.

2.3. Distribution Fees Relating to Class B and Class 529B Shares

2.3.1. It is understood that the Distributor may impose certain deferred sales charges in connection with the repurchase of Class B and Class 529B Shares by a Fund and the Distributor may retain (or receive from the Fund, as the case may be) all such deferred sales charges. As additional consideration for all services performed and expenses incurred in the performance of its obligations under the Distribution Agreement relating to Class B and Class 529B Shares, a Fund shall pay the Distributor a distribution fee periodically at a rate not to exceed 0.75% per annum of the Fund's average daily net assets attributable to Class B and Class 529B Shares.

2.3.2. Each Fund understands that agreements between the Distributor and the Dealers may provide for payment of commissions to Dealers in connection with the sale of Class B and Class 529B Shares and may provide for a portion (which may be all or substantially all) of the fees payable by a Fund to the Distributor under the Distribution Agreement to be paid by the Distributor to the Dealers in consideration of the Dealer's services as a dealer of the Class B and Class 529B Shares. Except as described in Section 2.1., nothing in this Plan shall be construed as requiring a Fund to make any payment to any Dealer or to have any obligations to any Dealer in connection with services as a dealer of Class B or Class 529B Shares. The Distributor shall agree and undertake that any agreement entered into between the Distributor and any Dealer shall provide that, except as provided in Section 2.1., such Dealer shall look solely to the Distributor for compensation for its services thereunder and that in no event shall such Dealer seek any payment from the Fund.

2.4. Distribution Fees Relating to Class C and Class 529C Shares

2.4.1. It is understood that the Distributor may (but is not required to) impose certain deferred sales charges in connection with the repurchase of Class C and Class 529C Shares by a Fund and the Distributor may retain (or receive from the Fund, as the case may be) all such deferred sales charges. As additional consideration for all services performed and expenses incurred in the performance of its obligations under the Distribution Agreement relating to Class C and Class 529C Shares, a Fund shall pay the Distributor a distribution fee periodically at a rate not to exceed 0.75% per annum of the Fund's average daily net assets attributable to Class C and Class 529C Shares.

2.4.2. Each Fund understands that agreements between the Distributor and the Dealers may provide for payment of commissions to Dealers in connection with the sales of Class C and Class 529C Shares and may provide for a portion (which may be all or substantially all) of the fees payable by a Fund to the Distributor under the Distribution Agreement to be paid to the Dealers in consideration of the Dealer's services as a dealer of the Class C and Class529C Shares. Except as described in Section 2.1., nothing in this Plan shall be construed as requiring a Fund to make any payment to any Dealer or to have any obligations to any Dealer in connection with services as a dealer of Class C or Class 529C Shares. The Distributor shall agree and undertake that any agreement entered into between the Distributor and any Dealer shall provide that, except as provided in Section 2.1., such Dealer shall look solely to the Distributor for compensation for its services thereunder and that in no event shall such Dealer seek any payment from the Fund.

2.5. Distribution Fees Relating to Class J Shares

2.5.1. It is understood that the Distributor may (but is not required to) impose certain deferred sales charges in connection with the repurchase of Class J Shares by a Fund and the Distributor may retain (or receive from the Fund, as the case may be) all such deferred sales charges. As additional consideration for all services performed and expenses incurred in the performance of its obligations under the Distribution Agreement relating to Class J Shares, a Fund shall pay the Distributor a distribution fee periodically at a rate not to exceed 0.70% (in the case of the MFS Global Equity Fund) or 0.75% (in the case of the Massachusetts Investors Trust, Massachusetts Investors Growth

Stock Fund and MFS Strategic Growth Fund) per annum of the Fund's average daily net assets attributable to Class J Shares.

2.5.2. Each Fund understands that agreements between the Distributor and the Dealers may provide for payment of commissions to Dealers in connection with the sale of Class J Shares and may provide for a portion (which may be all or substantially all) of the fees payable by a Fund to the Distributor under the Distribution Agreement to be paid by the Distributor to the Dealers in consideration of the Dealer's services as a dealer of the Class J Shares. Except as described in Section 2.1., nothing in this Plan shall be construed as requiring a Fund to make any payment to any Dealer or to have any obligations to any Dealer in connection with services as a dealer of Class J Shares. The Distributor shall agree and undertake that any agreement entered into between the Distributor and any Dealer shall provide that, except as provided in Section 2.1., such Dealer shall look solely to the Distributor for compensation for its services thereunder and that in no event shall such Dealer seek any payment from the Fund.

2.6. Distribution Fees Relating to Class R Shares

2.6.1. As consideration for all services performed and expenses incurred in the performance of its obligations under the Distribution Agreement relating to Class R1 and R2 shares, a Fund shall pay the Distributor a distribution fee periodically at a rate not to exceed 0.25% per annum of the Fund's average daily net assets attributable to each of Class R1 and R2 Shares.

2.6.2. Each Fund understands that agreements between the Distributor and the Dealers may provide for payment of commissions to Dealers in connection with the sale of Class R1 and R2 Shares and may provide for a portion (which may be all or substantially all) of the fees payable by a Fund to the Distributor under the Distribution Agreement to be paid by the Distributor to the Dealers in consideration of the Dealer's services as a dealer of the Class R1 and R2 Shares. Except as described in Section 2.1., nothing in this Plan shall be construed as requiring a Fund to make any payment to any Dealer or to have any obligations to any Dealer in connection with services as a dealer of Class R1 and R2 Shares. The Distributor shall agree and undertake that any agreement entered into between the Distributor and any Dealer shall provide that, except as provided in Section 2.1., such Dealer shall look solely to the Distributor for compensation for its

services thereunder and that in no event shall such Dealer seek any payment from the Fund.

3. EXPENSES BORNE BY FUND. Each Fund shall pay all fees and expenses of any independent auditor, legal counsel, investment adviser, administrator, transfer agent, custodian, shareholder servicing agent, registrar or dividend disbursing agent of the Fund; expenses of distributing and redeeming Shares and servicing shareholder accounts; expenses of preparing, printing and mailing prospectuses, shareholder reports, notices, proxy statements and reports to governmental officers and commissions and to shareholders of a Fund, except that the Distributor shall be responsible for the distribution-related expenses as provided in Section 1 hereof.

4. ACTION TAKEN BY THE TRUST. Nothing herein contained shall be deemed to require a Trust to take any action contrary to its Declaration of Trust or By-laws or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Board of Trustees of the responsibility for and control of the conduct of the affairs of a Fund.

5. EFFECTIVENESS OF PLAN. This Plan shall become effective upon (a) approval by a vote of at least a "majority of the outstanding voting securities" of each particular class of Shares (unless previously so approved or unless such approval is not required under applicable law), and (b) approval by a vote of the Board of Trustees and a vote of a majority of the Trustees who are not "interested persons" of the Trust and who have no direct or indirect financial interest in the operation of the Plan or in any agreement related to the Plan (the "Qualified Trustees"), such votes to be cast in person at a meeting called for the purpose of voting on this Plan.

6. DURATION OF PLAN. This Plan shall continue in effect indefinitely; provided however, that such continuance is "specifically approved at least annually" by vote of both a majority of the Trustees of the Trust and a majority of the Qualified Trustees, such votes to be cast in person at a meeting called for the purpose of voting on the continuance of this Plan. If such annual approval is not obtained, this Plan, with respect to the classes of Shares with respect to which such approval was not obtained, shall expire 12 months after the effective date of the last approval.

7. AMENDMENTS OF PLAN. This Plan may be amended at any time by the Board of Trustees; provided that this Plan may not be amended to increase materially the amount of permitted expenses hereunder

without the approval of holders of a "majority of the outstanding voting securities" of the affected Class of Shares and may not be materially amended in any case without a vote of a majority of both the Trustees and the Qualified Trustees. This Plan may be terminated at any time by a vote of a majority of the Qualified Trustees or by a vote of the holders of a "majority of the outstanding voting securities" of Shares.

8. REVIEW BY BOARD OF TRUSTEES. Each Fund and the Distributor shall provide the Board of Trustees, and the Board of Trustees shall review, at least quarterly, a written report of the amounts expended under this Plan and the purposes for which such expenditures were made.

9. SELECTION AND NOMINATION OF QUALIFIED TRUSTEES. While this Plan is in effect, the selection and nomination of Qualified Trustees shall be committed to the discretion of the Trustees who are not "interested persons" of the Trust.

10. DEFINITIONS; COMPUTATION OF FEES. For the purposes of this Plan, the terms "interested persons", "majority of the outstanding voting securities" and "specifically approved at least annually" are used as defined in the 1940 Act or the rules and regulations adopted thereunder and in accordance with each Trust's Declaration of Trust. All references herein to "Fund" shall be deemed to refer to a Trust where such Trust does not have multiple portfolios or series. In addition, for purposes of determining the fees payable to the Distributor hereunder, (i) the value of a Fund's net assets shall be computed in the manner specified in each Fund's then-current prospectus and statement of additional information for computation of the net asset value of Shares of the Fund and (ii) the net asset value per Share of a particular class shall reflect any plan adopted under Rule 18f-3 under the 1940 Act.

11. RETENTION OF PLAN RECORDS. Each Trust shall preserve copies of this Plan, and each agreement related hereto and each report referred to in
Section 8 hereof (collectively, the "Records") for a period of six years from the end of the fiscal year in which such Record was made and each such record shall be kept in an easily accessible place for the first two years of said record-keeping.

12. APPLICABLE LAW. This Plan shall be construed in accordance with the laws of The Commonwealth of Massachusetts and the applicable provisions of the 1940 Act.

13. SEVERABILITY OF PLAN. If any provision of this Plan shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Plan shall not be affected thereby. The provisions of this Plan are

severable with respect to each Class of Shares offered by a Fund and with respect to each Fund.

14. SCOPE OF TRUST'S OBLIGATION. A copy of the Declaration of Trust of each Trust is on file with the Secretary of State of The Commonwealth of Massachusetts. It is acknowledged that the obligations of or arising out of this Plan are not binding upon any of the Trust's trustees, officers, employees, agents or shareholders individually, but are binding solely upon the assets and property of the Trust in accordance with its proportionate interest hereunder. If this Plan is adopted by the Trust on behalf of one or more series of the Trust, it is further acknowledged that the assets and liabilities of each series of the Trust are separate and distinct and that the obligations of or arising out of this Plan are binding solely upon the assets or property of the series on whose behalf the Trust has adopted this Plan. If the Trust has adopted this Plan on behalf of more than one series of the Trust, it is also acknowledged that the obligations of each series hereunder shall be several and not joint, in accordance with its proportionate interest hereunder, and no series shall be responsible for the obligations of another series.

EXHIBIT A

Funds and Share Classes Covered by Rule 12b-1 Plan

As of: August 15, 2003

---------------------------------------------------------- ------------------------- -------------------------
                                                              CLASSES OF SHARES
                                                            COVERED BY RULE 12b-1
                                                                     PLAN              DATE RULE 12b-1 PLAN

                                                                                             ADOPTED

                          FUND

---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Series Trust I

---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Cash Reserve Fund                                      A, B, C, 529A, 529B and   January 1, 1997; April
                                                                     529C            17, 2002 (529 Share
                                                                                     Classes)
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Core Growth Fund                                           A, B, C, R1, R2       January 1, 1997,
                                                                                     October 16, 2002 (Class
                                                                                     R1), August 15, 2003
                                                                                     (Class R2)
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Global Asset Allocation Fund                                   A, B, C           January 1, 1997
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Global Telecommunications Fund                                 A, B, C           April 12, 2000
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Japan Equity Fund                                              A, B, C           April 12, 2000
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Managed Sectors Fund                                           A, B, C           January 1, 1997,
                                                                                     April 12, 2000 (C
                                                                                     shares)
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS New Discovery Fund                                       A, B, C, 529A, 529B,    January 1, 1997; April
                                                                 529C, R1, R2        17, 2002 (529 Share
                                                                                     Classes), October 16,
                                                                                     2002 (Class R1), August
                                                                                     15, 2003 (Class R2)
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Research Growth and Income Fund                            A, B, C, R1, R2       January 1, 1997,
                                                                                     October 16, 2002 (Class
                                                                                     R1), August 15, 2003
                                                                                     Class R2
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Research International Fund                              A, B, C, 529A, 529B,    January 1, 1997; April
                                                                 529C, R1, R2        17, 2002 (529 Share
                                                                                     Classes), October 16,
                                                                                     2002 (Class R1), August
                                                                                     15, 2003 (Class R2)
---------------------------------------------------------- ------------------------- -------------------------

EXHIBIT A
(continued)

---------------------------------------------------------- ------------------------- -------------------------
MFS Strategic Growth Fund                                    A, B, C, J, 529A,       January 1, 1997;
                                                             529B,  529C,R1, R2      December 8, 1999 (J
                                                                                     shares); April 17, 2002
                                                                                     (529 Share Classes),
                                                                                     October 16, 2002
                                                                                     (Class R1), August
                                                                                     15, 2003(Class R2)

---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Technology Fund                                            A, B, C, R1, R2       January 1, 1997,
                                                                                     October 16, 2002 (Class
                                                                                     R1), August 15, 2003
                                                                                     (Class R2)
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Value Fund                                               A, B, C, 529A, 529B,    January 1, 1997; April
                                                                 529C, R1, R2        17, 2002 (529 Share
                                                                                     Classes), October 16,
                                                                                     2002 (Class R1), August
                                                                                     15, 2003 (Class R2)
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Series Trust II

---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Emerging Growth Fund                                     A, B, C, 529A, 529B,    January 1, 1997;
                                                                 529C, R1, R2        April 17, 2002 (529
                                                                                     Share Classes), October
                                                                                     16, 2002 (Class
                                                                                     R1), August 15, 2003
                                                                                     (Class R2)

---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Large Cap Growth Fund                                            A, B            January 1, 1997
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Series Trust III

---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS High Income Fund                                         A, B, C, 529A, 529B.    January 1, 1997; April
                                                                 529C, R1, R2        17, 2002 (529 Share
                                                                                     Classes), October 16,
                                                                                     2002 (Class R1), August
                                                                                     15, 2003 (Class R2)
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS High Yield Opportunities Fund                                  A, B, C           July 1, 1998
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Municipal High Income Fund                                       B, C            September 16, 1998
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Series Trust IV

---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Mid Cap Growth Fund                                      A, B, C, 529A, 529B,    January 1, 1997; April
                                                               529C, R1, R2          17, 2002 (529 Share
                                                                                     Classes), October 16,
                                                                                     2002 (Class R1), August
                                                                                     15, 2003 (Class R2)
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Municipal Bond Fund                                               B              January 1, 1997
---------------------------------------------------------- ------------------------- -------------------------

EXHIBIT A
(continued)

---------------------------------------------------------- ------------------------- -------------------------
MFS Series Trust V

---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS International New Discovery Fund                          A, B, C, 529A, 529B,   October 8, 1997; April
                                                               529C, R1, R2          17, 2002 (529 Share
                                                                                     Classes), October 16,
                                                                                     2002 (Class R1), August
                                                                                     15, 2003 (Class R2)
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS International Strategic Growth Fund                            A, B, C           October 8, 1997
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS International Strategic Value Fund                             A, B, C           October 8, 1997
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Research Fund                                            A, B, C, 529A, 529B,    January 1, 1997; April
                                                                 529C, R1, R2        17, 2002 (529 Share
                                                                                     Classes), October 16,
                                                                                     2002 (Class R1), August
                                                                                     15, 2003 (Class R2)
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Total Return Fund                                        A, B, C, 529A, 529B,    January 1, 1997; April
                                                                 529C, R1, R2        17, 2002 (529 Share
                                                                                     Classes),  October 16,
                                                                                     2002 (Class R1), August
                                                                                     15, 2003 (Class R2)
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Series Trust VI

---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Global Equity Fund                                        A, B, C, J, R1, R2     January 1, 1997;
                                                                                     April 14, 1999 (J
                                                                                     shares), October 16,
                                                                                     2002 (Class R1), August
                                                                                     15, 2003 (Class R2)
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Global Total Return Fund                                   A, B, C, R1, R2       January 1, 1997,
                                                                                     October 16, 2002 (Class
                                                                                     R1), August 15, 2003
                                                                                     (Class R2)
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Utilities Fund                                             A, B, C, R1, R2       January 1, 1997,
                                                                                     October 16, 2002 (Class
                                                                                     R1), August 15, 2003
                                                                                     (Class R2)
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Series Trust VII

---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Capital Opportunities Fund                               A, B, C, 529A, 529B,    January 1, 1997; April
                                                                 529C, R1, R2        17, 2002 (529 Share
                                                                                     Classes), October 16,
                                                                                     2002 (Class R1), August
                                                                                     15, 2003 (Class R2)
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Series Trust VIII

---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Global Growth Fund                                         A, B, C, R1, R2       January 1, 1997,
                                                                                     October 16, 2002 (Class
                                                                                     R1), August 15, 2003
                                                                                     (Class R2)
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------

EXHIBIT A
(continued)

MFS Strategic Income Fund                                          A, B, C           January 1, 1997
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Tax Managed Equity Fund                                        A, B, C           December 31, 2001
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Series Trust IX

---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Bond Fund                                                A, B, C, 529A, 529B,    January 1, 1997; April
                                                                 529C, R1, R2        17, 2002 (529 Share
                                                                                     Classes), October 17,
                                                                                     2002 (Class R1), August
                                                                                     15, 2003 (Class R2)
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Emerging Opportunities Fund                                    A, B, C           May 3, 1999
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS High Quality Bond Fund                                         A, B, C           May 3, 1999
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Inflation-Adjusted Bond Fund                             A, B, C, 529A, 529B,    July 16, 2003
                                                                 529C and R1
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Intermediate Investment Grade Bond Fund                    A, B, C, R1, R2       January 4, 1999,
                                                                                     October 16, 2002 (Class
                                                                                     R1), August 15, 2003
                                                                                     (Class R2)
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Large Cap Value Fund                                           A, B, C           May 3, 1999
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Limited Maturity Fund                                    A, B, C, 529A, 529B,    January 1, 1997; April
                                                                 529C, R1, R2        17, 2002 (529 Share
                                                                                     Classes), October 16,
                                                                                     2002 (Class R1), August
                                                                                     15, 2003 (Class R2)

---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Municipal Limited Maturity Fund                                A, B, C           January 1, 1997
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Research Bond Fund                                       A, B, C, 529A, 529B,    January 4, 1999; April
                                                                 529C, R1, R2        17, 2002 (529 Share
                                                                                     Classes), October 16,
                                                                                     2002 (Class R1),
                                                                                     August 15, 2003
                                                                                     (Class R2)

---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Research Bond Fund J                                           A, B, C           September 18, 2002
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Series Trust X

---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Aggressive Growth Allocation Fund                        A, B, C, 529A, 529B,    April 17, 2002, October
                                                                 529C, R1, R2        16, 2002 (Class R1),
                                                                                     August 15, 2003 (Class
                                                                                     R2)

---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Conservative Allocation Fund                             A, B, C, 529A, 529B,    April 17, 2002, October
                                                                 529C, R1, R2        16, 2002 (Class R1),
                                                                                     August 15, 2003 (Class
                                                                                     R2)

---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Emerging Companies Fund                                        A, B, C           May 16, 2001
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Emerging Markets Debt Fund                                     A, B, C           March 17, 1998
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Emerging Markets Equity Fund                                   A, B, C           January 1, 1997
---------------------------------------------------------- ------------------------- -------------------------
MFS European Equity Fund                                           A, B, C           August 1, 1999
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Fundamental Growth Fund                                        A, B, C           December 20, 2000
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Gemini U.K. Fund                                               A, B, C           December 20, 2000
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Global Conservative Equity Fund                                A, B, C           December 20, 2000
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------

EXHIBIT A
(continued)

MFS Government Mortgage Fund                                         A, B            January 1, 1997
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Growth Allocation Fund                                     A, B, C, 529A, 529B,  April 17, 2002, October
                                                               529C, R1, R2          16, 2002 (Class R1),
                                                                                     August 15, 2003 (Class
                                                                                     R2)

---------------------------------------------------------- ------------------------- -------------------------
MFS High Yield Fund                                                A, B, C           August 1, 1999
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS International ADR Fund                                         A, B, C           December 20, 2000
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS International Core Equity Fund                                 A, B, C           December 20, 2000
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS International Growth Fund                                      A, B, C           January 1, 1997
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS International Value Fund                                       A, B, C           January 1, 1997
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Moderate Allocation Fund                                 A, B, C, 529A, 529B,    April 17, 2002, October
                                                              529C, R1, R2           16, 2002 (Class R1),
                                                                                     August 15, 2003 (Class
                                                                                     R2)

---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Multi Cap Growth Fund                                          A, B, C           December 20, 2000
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS New Endeavor Fund                                          A, B, C, R1, R2       September 20, 2000,
                                                                                     October 16, 2002 (Class
                                                                                     R1), August 15, 2003
                                                                                     (Class R2)
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Select Growth Fund                                             A, B, C           May 16, 2001
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Strategic Value Fund                                     A, B, C, 529A, 529B,    March 17, 1998; April
                                                                 529C, R1, R2        17, 2002 (529 Share
                                                                                     Classes), October 16,
                                                                                     2002 (Class R1), August
                                                                                     15, 2003 (Class R2)

---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Series Trust XI

---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Mid Cap Value Fund                                       A, B, C, 529A, 529B,    July 19, 2001; April
                                                             529C, R1, R2            17, 2002 (529 Share
                                                                                     Classes), October 16,
                                                                                     2002  (Class R1),
                                                                                     August 15, 2003
                                                                                     (Class R2)

---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Union Standard Equity Fund                                     A, B, C           July 30, 1997
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
Vertex International Fund                                          A, B, C           April 29, 1998
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
STAND ALONE FUNDS

---------------------------------------------------------- ------------------------- -------------------------
Massachusetts Investors Growth Stock Fund                    A, B, C, J, 529A, 529B, January 1, 1997;
                                                              529C, R1,R2            September 20, 2000 (J
                                                                                     shares), April 17,
                                                                                     2002 (529 Share
                                                                                     Classes),October
                                                                                     16, 2002 (Class
                                                                                     R1), August
                                                                                     15, 2003 (Class
                                                                                     R2)

---------------------------------------------------------- ------------------------- -------------------------

EXHIBIT A
(continued)

---------------------------------------------------------- ------------------------- -------------------------
Massachusetts Investors Trust                                A, B, C, J, 529A, 529B, January 1, 1997;
                                                             529C, R1, R2            November 17,1999 (J
                                                                                     shares),April 17, 2002
                                                                                     (529 Share Classes),
                                                                                     October 16, 2002
                                                                                     (Class R1),August
                                                                                     15, 2003(Class R2)

---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Government Limited Maturity Fund                               A, B, C           January 1, 1997
---------------------------------------------------------- ------------------------- -------------------------
MFS Government Securities Fund                               A, B, C, 529A, 529B,    January 1, 1997, April
                                                                 529C, R1, R2        17, 2002 (529 Share
                                                                                     Classes), October 16,
                                                                                     2002 (Class R1), August
                                                                                     15, 2003 (Class R2)
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Growth Opportunities Fund                                        A, B            January 1, 1997
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS MUNICIPAL Series Trust

---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Alabama Municipal Bond Fund                                      A, B            January 1, 1997
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Arkansas Municipal Bond Fund                                     A, B            January 1, 1997
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS California Municipal Bond Fund                                 A, B, C           January 1, 1997
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Florida Municipal Bond Fund                                      A, B            January 1, 1997
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Georgia Municipal Bond Fund                                      A, B            January 1, 1997
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Maryland Municipal Bond Fund                                     A, B            January 1, 1997
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Massachusetts Municipal Bond Fund                                A, B            January 1, 1997
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Mississippi Municipal Bond Fund                                  A, B            January 1, 1997
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Municipal Income Fund                                          A, B, C           January 1, 1997
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS New York Municipal Bond Fund                                   A, B, C           January 1, 1997;
                                                                                     October 11, 2000 (C
                                                                                     shares)
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS North Carolina Municipal Bond Fund                             A, B, C           January 1, 1997
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Pennsylvania Municipal Bond Fund                                 A, B            January 1, 1997
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS South Carolina Municipal Bond Fund                               A, B            January 1, 1997
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Tennessee Municipal Bond Fund                                    A, B            January 1, 1997
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS Virginia Municipal Bond Fund                                   A, B, C           January 1, 1997
---------------------------------------------------------- ------------------------- -------------------------
---------------------------------------------------------- ------------------------- -------------------------
MFS West Virginia Municipal Bond Fund                                A, B            January 1, 1997
---------------------------------------------------------- ------------------------- -------------------------

EXHIBIT B

Funds with 0.10% Class A Distribution Fee

As of: August 15, 2003

MFS SERIES TRUST I

MFS Cash Reserve Fund
MFS Core Growth Fund
MFS Global Telecommunications Fund MFS Japan Equity Fund
MFS Managed Sectors Fund
MFS New Discovery Fund
MFS Research Growth & Income Fund MFS Research International Fund
MFS Strategic Growth Fund
MFS Technology Fund
MFS Value Fund

MFS SERIES TRUST II

MFS Emerging Growth Fund
MFS Large Cap Growth Fund

MFS SERIES TRUST III

MFS High Income Fund
MFS High Yield Opportunities Fund

MFS SERIES TRUST IV

MFS Mid Cap Growth Fund

MFS SERIES TRUST V

MFS International New Discovery Fund

MFS Research Fund
MFS Total Return Fund

MFS SERIES TRUST VI

MFS Global Equity Fund
MFS Global Total Return Fund
MFS Utilities Fund

MFS SERIES TRUST VII

MFS Capital Opportunities Fund

MFS SERIES TRUST VIII

MFS Global Growth Fund
MFS Strategic Income Fund
MFS Tax Managed Equity Fund

MFS SERIES TRUST IX

MFS Bond Fund
MFS Emerging Opportunities Fund
MFS High Quality Bond Fund
MFS Intermediate Investment Grade Bond Fund MFS Large Cap Value Fund

EXHIBIT B
(Continued)

MFS Limited Maturity Fund
MFS Municipal Limited Maturity Fund MFS Research Bond Fund

MFS SERIES TRUST X
MFS Emerging Companies Fund
MFS Emerging Markets Debt Fund
MFS European Equity Fund
MFS Fundamental Growth Fund
MFS Gemini Large Cap U.S. Fund
MFS Gemini U.K. Fund
MFS Global Conservative Equity Fund MFS Global Health Sciences Fund
MFS Government Mortgage Fund
MFS High Yield Fund
MFS Income Fund
MFS International ADR Fund
MFS International Core Equity Fund MFS Mid Cap Equity Fund
MFS Multi Cap Growth Fund
MFS Select Growth Fund
MFS Strategic Value Fund

MFS SERIES TRUST XI

MFS Mid Cap Value Fund
MFS Union Standard Equity Fund
Vertex Contrarian Fund
Vertex International Fund

MFS MUNICIPAL SERIES TRUST
MFS Alabama Municipal Bond Fund
MFS Arkansas Municipal Bond Fund
MFS California Municipal Bond Fund MFS Florida Municipal Bond Fund
MFS Georgia Municipal Bond Fund
MFS Maryland Municipal Bond Fund
MFS Massachusetts High Income Tax Free Fund MFS Massachusetts Municipal Bond Fund MFS Mississippi Municipal Bond Fund MFS Municipal Income Fund
MFS New York High Income Tax Free Fund MFS New York Municipal Bond Fund
MFS North Carolina Municipal Bond Fund MFS Pennsylvania Municipal Bond Fund MFS South Carolina Municipal Bond Fund MFS Tennessee Municipal Bond Fund

EXHIBIT B
(Continued)

MFS Virginia Municipal Bond Fund
MFS West Virginia Municipal Bond Fund

STAND ALONE FUNDS

Massachusetts Investors Growth Stock Fund

Massachusetts Investors Trust
MFS Government Limited Maturity Fund MFS Government Securities Fund
MFS Growth Opportunities Fund

EXHIBIT C

Funds with 0.25% Class A and Class 529A Distribution Fee

As of: August 15, 2003

CLASS A SHARES

MFS SERIES TRUST I

MFS Global Asset Allocation Fund

MFS SERIES TRUST V

MFS International Strategic Growth Fund

MFS International Value Fund

MFS SERIES TRUST X

MFS Emerging Markets Equity Fund
MFS International Growth Fund
MFS International Investors Trust

CLASS 529A SHARES

MASSACHUSETTS INVESTORS TRUST
MASSACHUSETTS INVESTORS GROWTH STOCK FUND
MFS GOVERNMENT SECURITIES FUND

MFS SERIES TRUST I

MFS Cash Reserve Fund
MFS Value Fund
MFS Strategic Growth Fund
MFS New Discovery Fund

MFS Research International Fund

MFS SERIES TRUST II

MFS Emerging Growth Fund

MFS SERIES TRUST III

MFS High Income Fund

MFS SERIES TRUST IV

MFS Mid Cap Growth Fund

MFS SERIES TRUST V

MFS Total Return Fund
MFS Research Fund

MFS International New Discovery Fund

MFS SERIES TRUST VII

MFS Capital Opportunities Fund

MFS SERIES TRUST IX

MFS Limited Maturity Fund
MFS Bond Fund
MFS Research Bond Fund

EXHIBIT C
(Continued)

MFS SERIES TRUST X

MFS Strategic Value Fund
MFS Conservative Allocation Fund
MFS Moderate Allocation Fund
MFS Growth Allocation Fund
MFS Aggressive Growth Allocation Fund

MFS SERIES TRUST XI

MFS Mid Cap Value Fund